Common use of SEC Documents and Financial Statements Clause in Contracts

SEC Documents and Financial Statements. Since January 1, 1997, the Company has timely filed all reports, schedules, forms, 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 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 GAAP during the periods involved and fairly and accurately present 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 for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person.

SEC Documents and Financial Statements. (a) Since January 1, 19971996, the Company has timely filed all forms, reports, schedules, forms, 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 19341933, as amended (the "Exchange Securities Act") and the Exchange Act (all of the foregoing and all exhibits included therein and financial such forms, reports, statements and schedules thereto and other documents incorporated by reference therein, with amendments read together with underlying documents, are hereinafter referred to herein as the "Company SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements None of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the Company SEC Documents, (if amended or superseded by a filing prior to the date of this Agreement, then as so amended), contains, and none of the no Company SEC Documents, at the time they were Documents filed with the SECCommission on or subsequent to the date of this Agreement will contain, contained any untrue statement of a material fact or omitted 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 were are made, not misleading. As All of their respective datesthe 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 included (including, in each case, any related notes or schedules thereto) contained or incorporated by reference in the Company SEC Documents complied as filed prior to form the date of this Agreement (i) have been prepared in all material respects accordance with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared Commission and United States generally accepted accounting principles, consistently applied ("GAAP") except as indicated in accordance with GAAP during the periods involved notes thereto and (ii) present fairly and accurately present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows or for the respective periods then ended set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). (c) Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, Section 2.7 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has no liabilitiesany liabilities (absolute, accrued, contingent or otherwise), other than except liabilities (i) liabilities 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 subsequent to the date of such financial statements and since December 31, 1997, (iiiii) obligations under contracts and commitments incurred in accordance with this Agreement or the ordinary course of business and transactions contemplated hereby or (iv) which would not required under GAAP be reasonably likely to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Companyhave a Company Material Adverse Effect. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person.Section 2.8

SEC Documents and Financial Statements. Since January 1The Company has made available to Parent, 1997each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") since January 1, 2000, 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 and documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934relevant securities statutes, as amended (the "Exchange Act") (all of the foregoing regulations, policies and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents")rules since such time. As of their respective dates, the SEC Documents complied Company Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act, the Exchange Act Act, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed complied with the SEC, contained then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. As of their respective dates, the financial statements Each of the Company consolidated balance sheets included in or incorporated by reference into the SEC Documents complied as to form in all material respects with applicable accounting requirements Company Reports (including the related notes and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP during the periods involved and schedules) fairly and accurately present presents in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof its date and each of the 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 their operations and operations, cash flows or changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustmentsQ under the Exchange Act). Except , in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to may be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personnoted therein.

SEC Documents and Financial Statements. (a) Since January 1December 31, 19972008, the Company has timely filed all registration statements, prospectuses, forms, reports, schedules, formsstatements, statements certifications, exhibits and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") pursuant . Except to the reporting requirements extent available in full without redaction on the SEC’s web site through the Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) two (2) days prior to the date of this Agreement, the Company has delivered or made available to Parent copies in the form filed with the SEC of all registration statements, prospectuses, forms, reports, schedules, statements, certifications, exhibits and other documents required to be filed by it with the SEC since December 31, 2008 (the “Company SEC Documents” and, to the extent available in full without redaction on the SEC’s web site through XXXXX two (2) days prior to the date of this Agreement, the “Filed Company SEC Documents”). The Company has delivered or made available to Parent complete and correct copies of all comment letters received by the Company from the staff of the Securities Exchange Act of 1934SEC since December 31, as amended (the "Exchange Act") (2008 and all responses to such comment letters by or on behalf of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents")Company. As of their respective datesthe date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the Company SEC Documents. The Company SEC Documents (i) were prepared in accordance with, and complied in all material respects with the requirements of of, the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSOX, as applicable, and none of the SEC Documents, (ii) did not at the time they were filed with the SEC, contained or if amended, at the date of the last such amendment, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of their respective datesthe date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the financial statements therein not misleading. None of the Company included Subsidiaries is required to file any forms, reports or other documents with the SEC. As used in this Section 3.07, the SEC Documents complied as term “filed” shall be broadly construed to form include any manner 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 GAAP during the periods involved and fairly and accurately present 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 for the periods then ended (subjectwhich a document or information is furnished, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided supplied or otherwise made available to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other PersonSEC.

SEC Documents and Financial Statements. 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, 1997, the Company has timely filed all reports, schedules, forms, 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 1934, as amended 1996 (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein 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. 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 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC Documents, and none of the Company SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except any statements or omissions therein which were corrected or otherwise disclosed or updated in a subsequent Company SEC Document). As of their respective dates, The audited financial statements and the unaudited financial statements of the Company included (including in each case, the notes thereto) contained in the Company SEC Documents complied as filed on Form 10-K (or Form 10-KSB) or Form 10-Q (or Form 10-QSB), including Company SEC Documents filed subsequent 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 date hereof on such forms, (i) are or will be prepared in accordance with GAAP during (except as may be indicated in the periods involved notes 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 and accurately present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the their respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended indicated (subject, in except that the case of unaudited statements, interim financial 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). Except as set forth Reserves for the Company's current and deferred federal and state income tax liabilities have been accrued in accordance with GAAP. Neither the most recent Company nor either of the Subsidiaries has any material liability or obligation of a type which would be included in a balance sheet provided prepared in accordance with GAAP whether related to the Lender tax or the Disclosure Letternon-tax matters, the Company has no liabilitiesaccrued or contingent, contingent due or not yet due, liquidated or unliquidated, or otherwise, other than (i) liabilities incurred except and to the extent disclosed or reflected in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred included in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other PersonSEC Documents.

SEC Documents and Financial Statements. (a) Since January 1November 16, 19971995, the Company has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed by it with under the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 19341933, as amended (including the rules and regulations promulgated thereunder) (the "Exchange Securities Act") ), and the Exchange Act (all of the foregoing such documents, together with any exhibits, schedules, amendments or supplements thereto, and all exhibits included therein and financial statements and schedules thereto and documents any information incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "Company SEC Documents"). 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 and Act, as the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentscase may be, and none of the Company SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Company SEC Documents complied comply 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 GAAP generally accepted accounting principles (except, 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 (except as may be indicated therein or in the notes thereto) and fairly and accurately present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided adjustments and to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personadjustments described therein).

SEC Documents and Financial Statements. (a) Since January 1-------------------------------------- October 31, 19971996, the Company has timely filed with the SEC all reports, schedules, forms, statements and other documents required to be filed by it with under the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 19341933, as amended (including the rules and regulations promulgated thereunder) (the "Securities Act"), and the Exchange Act") (. The Company has, prior to the date of this Agreement, made available to Parent true and complete copies of all of the foregoing and all exhibits included therein and financial forms, reports, registration statements and schedules thereto other documents filed by the Company with the SEC between October 31, 1996 and documents the date hereof (such documents, together with any exhibits, schedules, amendments or supplements thereto, and any information incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "Company SEC Documents"). As No Subsidiary of the Company is required to file any form, 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 their respective datesdates (and if so amended or superseded, then on the date of such filing), 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 SEC subsequent to the date hereof (the "Subsequent Filings") will comply in all material respects) with the requirements of the Securities Act or the Exchange Act and Act, as the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentscase may be, and none of the Company SEC Documents, at the time they were filed with the SEC, Documents contained (and all Subsequent Filings will not contain) any untrue statement of a material fact or omitted (and all Subsequent Filings will not omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company included in the Company SEC Documents complied as to form comply 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 GAAP generally accepted accounting principles (except, 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 (except as may be indicated therein or in the notes thereto) and fairly and accurately present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein). Except as set forth 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 most recent balance sheet provided to the Lender Securities Act or the Disclosure LetterExchange Act, as the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personcase may be.

SEC Documents and Financial Statements. Since January 1(a) PECO has filed or furnished (as applicable), 1997on a timely basis, with the Company has timely filed SEC all forms, reports, certifications, schedules, forms, statements and other documents required by it to be filed by it with or furnished (as applicable) since and including January 1, 2015 under the Exchange Act or the Securities and Exchange Commission Act ("SEC") together with all certifications required pursuant to the reporting requirements of Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed or furnished by PECO with the Securities Exchange Act of 1934SEC, as have been amended (since the "Exchange Act") (all time of their filing, collectively, the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "“PECO SEC Documents"”). As of their respective filing dates, the PECO SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, (including any financial statements contained therein) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As , except to the extent such statements have been modified or superseded by Company SEC Documents later filed by the Company and (ii) complied in all material respects with the applicable requirements of their respective datesthe Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. Except as set forth 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 complied (the “PECO Financial Statements”) complied, as to form of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been thereto (including Regulation S-X), were prepared from the books and records of PECO and fairly present in all material respects, in accordance with GAAP consistently applied during the periods involved covered thereby (except as otherwise disclosed therein), the financial condition and fairly the results of operations, cash flows and accurately present changes in all material respects the stockholders’ equity of PECO (on a consolidated financial position of the Company and its consolidated subsidiaries basis) as of the respective dates thereof of and the consolidated results of their operations and cash flows for the periods then ended (referred to in the PECO Financial Statements, subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in adjustments (the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course effect of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, whichwhich will not, individually or in the aggregate, are not material be materially adverse to the financial condition or operating results PECO Entities) and the absence of the Company. Except as disclosed in such financial statements or notes (that, if presented, would not differ materially from those included in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personmost recent year-end PECO Financial Statements).

SEC Documents and Financial Statements. Since January 1, 1997, the (a) The Company has timely filed with or furnished to the SEC all required forms, reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it with the Securities and Exchange Commission SEC since January 1, 2009 ("SEC") pursuant to collectively, the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "“Company SEC Documents"”). As of their its respective datesdate, the SEC Documents complied in all material respects with the requirements and, if amended, as of the Exchange Act and the rules and regulations date of the last such amendment, each Company SEC promulgated thereunder applicable to the SEC DocumentsDocument, and none of the SEC Documentsincluding any financial statements or schedules included therein, at the time they were filed with the SEC, contained (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in 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 misleading and (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC under the Exchange Act, the Securities Act of 1933, as amended (the “Securities Act”) and SOX, as the case may be. None of the Company Subsidiaries is, or at any time since January 1, 2009, has been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act or required to file any forms, reports or other documents with the SEC. The Company has made available to Parent and Merger Sub copies of all comment letters received by the Company from the SEC since January 1, 2009 and relating to the Company SEC Documents, together with all written responses of the Company thereto. As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC. As of the date of this Agreement, to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. Each of the consolidated financial statements included in the Company SEC Documents, including the notes and schedules thereto (the “Financial Statements”), (A) has been prepared from, and is in accordance with, the books and records of the Company and the Company Subsidiaries, (B) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have to such requirements in effect at the time of such filing, (C) has been prepared in accordance with GAAP the United States generally accepted accounting principles (“GAAP”), in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes to the Financial Statements and fairly and accurately present 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 for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustmentsadjustments and the absence of footnote disclosure, none of which adjustments are expected to be material in nature). Except , and (D) fairly presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and the Company Subsidiaries as set forth of the date and for the periods referred to in the most recent Financial Statements. The Company and the Company Subsidiaries have no liabilities or obligations (whether direct, absolute, accrued, contingent, fixed or otherwise), that are of a nature that would be required to be disclosed on a balance sheet provided to of the Lender Company and the Company Subsidiaries or the Disclosure Letter, the Company has no liabilities, contingent or otherwisefootnotes thereto prepared in conformity with GAAP, other than (i) liabilities or obligations incurred in the ordinary course of business subsequent to the date of such financial statements and consistent with past practice since December 31, 2010, (ii) liabilities and obligations under contracts and commitments incurred in connection with the ordinary course of business transactions contemplated by this Agreement, and (iii) liabilities or obligations that have not required under GAAP resulted and would not reasonably be expected to be reflected in such financial statements, whichresult, individually or in the aggregate, are not material to the financial condition or operating results of in a Material Adverse Effect on the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person.

SEC Documents and Financial Statements. Since Except as disclosed in Schedule 4.7, since January 1, 19972004, the Company Parent has timely filed all reports, schedules, forms, forms statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, with amendments read together with underlying documents, are being hereinafter referred to herein as the "`SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 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 final statements have been prepared in accordance with GAAP United States generally accepted accounting principles, 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 not include footnotes or may be condensed or summary statements) and fairly and accurately present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to financial statements of the Lender or Company included in the Disclosure LetterSEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements December 31, 2003 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person.

SEC Documents and Financial Statements. Since January 1, 1997, -------------------------------------- the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 GAAP U.S. generally accepted accounting principles, consistently applied, during the periods involved and fairly and accurately present 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 for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent audited balance sheet provided to the Lender or Investors by the Disclosure LetterCompany, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letterstatements, the Company is not a guarantor or indemnitor of any Indebtedness indebtedness of any other Personperson, firm or corporation.

SEC Documents and Financial Statements. 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, 19971996 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 Company has timely filed all reportsdate hereof (collectively, schedules, forms, 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 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"), each in the form (including exhibits and any amendments thereto) filed with the SEC (or if not so filed, in the form used or circulated). As of their respective datesdates (and without giving effect to any amendments or modifications filed after the date of this Agreement), the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none each of the SEC Documents, at including the time they were financial statements, exhibits and schedules thereto, filed or circulated prior to the date hereof complied (and each of the SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the SECcase of reports, contained statements, or circulars filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial Company's consolidated statements of the Company 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 complied as to form in all material respects with applicable accounting requirements and filed after the published rules and regulations date of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP during the periods involved and this Agreement, will fairly and accurately present in all material respects present) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof 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 their operations and operations, cash flows and stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except , in each case in accordance with generally accepted accounting prin ciples consistently applied during the periods involved (except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has may be noted therein and except that such unaudited statements include no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personnotes).

SEC Documents and Financial Statements. Since January 1, 1997, the Company Acquiror has filed on a timely filed basis all reports, schedules, forms, 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 1934, as amended (the "Exchange Act") SEC since its inception (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and such documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "Acquiror SEC Documents"). Complete and correct copies of the Acquiror SEC Documents are on file on the SEC EDGAR system and have been made available to Target. As of their respective respxxxxxe dates, or if amended as of the date of the last such amendment, the Acquiror SEC Documents complied comply in all material respects with the requirements of the Exchange Securities Act and the rules and regulations of Exchange Act, as the SEC promulgated thereunder applicable to the SEC Documentscase may be, and none of the Acquiror SEC Documents, at Documents when filed and as of the time they were filed with the SEC, contained date thereof contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As Complete and accurate copies of their respective datesthe audited consolidated balance sheet, the financial consolidated statements of the Company included in the SEC Documents complied operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (together with any supplementary information thereto referenced to herein as "The Acquiror Financial Statements") of Acquiror are to form be provided to Target. The Acquiror Financial Statements do and will when presented fairly present, 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 GAAP during the periods involved and fairly and accurately present in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Acquiror, as of and for the respective dates thereof thereof, and the consolidated results of their its operations and its consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statementsany Acquiror interim financial information, to normal year-end audit adjustments). Except adjustments and to any other adjustments described therein) in conformity with GAAP during the periods involved (except as set forth may be indicated therein or in the most recent balance sheet provided to notes thereto) and since the Lender or the Disclosure Letter, the Company date thereof Acquiror has no liabilities, contingent or otherwise, other than (i) liabilities incurred not made any change in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred accounting practices or policies applied in the ordinary course preparation of business and not required under GAAP to be reflected in such its financial statements, whichexcept as may be required by GAAP. The current Form 20-F on file for the Acquiror in compliance with the Exchange Act accurately describes the status of Acquiror, individually or in the aggregateits assets, are not material to the its business, its commitments, its outstanding securities, and its financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personstatus.

SEC Documents and Financial Statements. Since January 1, 1997, the Company has timely filed all reports, schedules, forms, 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 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 GAAP U.S. generally accepted accounting principles, consistently applied, during the periods involved and fairly and accurately present 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 for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure LetterSchedule, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letterstatements, the Company is not a guarantor or indemnitor of any Indebtedness indebtedness of any other Personperson, firm or corporation.

SEC Documents and Financial Statements. Since January 1, 1997, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 GAAP U.S. generally accepted accounting principles, consistently applied, during the periods involved and fairly and accurately present 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 for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent audited balance sheet provided to the Lender or Investors by the Disclosure LetterCompany, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letterstatements, the Company is not a guarantor or indemnitor of any Indebtedness indebtedness of any other Personperson, firm or corporation.

SEC Documents and Financial Statements. Since The Company has furnished or made available to the Purchaser a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) under the Securities Act, definitive proxy statement and other filing filed with the SEC by the Company since January 1, 19971996, and, prior to the Closing, the Company has timely will have furnished the Purchaser with true and complete copies of any additional documents 8 12 filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") pursuant SEC by the Company prior to the reporting requirements of the Securities Exchange Act of 1934Closing (collectively, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as 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 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 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 requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC DocumentsSecurities Act, and none of the SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed SEC Document. As The financial statements of the Company, including the notes thereto, included in the SEC Documents (the "Financial Statements") were complete and correct in all material respects 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 with the published rules and regulations of the SEC with respect thereto. Such financial statements have been thereto as of their respective dates, and were prepared in accordance with GAAP during generally accepted accounting principles applied on a basis consistent throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Q, as permitted by Form 10-Q of the SEC). The Financial Statements fairly present the financial condition and accurately present in all material respects the consolidated financial position operating results of the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended indicated therein (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments). Except as set forth There has been no change in the most recent balance sheet provided Company's accounting policies except as described in the notes to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other PersonFinancial Statements.

SEC Documents and Financial Statements. Since January 1, 1997As of the date hereof, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") SEC pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (the "Exchange Act") (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are therein being hereinafter referred to herein as the "SEC Documents"). The Company has delivered to the Investor or its representatives, or they have had access through XXXXX to, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 GAAP 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 and accurately present 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 its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth No other written information provided by or on behalf of the Company to the Investor which is not included in the most recent balance sheet 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 circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the date hereof and any material, nonpublic information provided to the Lender or the Disclosure Letter, Investor by the Company has no liabilitiesor its Subsidiaries or any of their officers, contingent directors, employees or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent agents prior to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to any Closing Date shall be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as publicly disclosed in such financial statements or in the Disclosure Letter, by the Company is not a guarantor or indemnitor of any Indebtedness of any other Personprior to such Closing Date.

SEC Documents and Financial Statements. Since January 1(a) The Company and each Company Subsidiary have filed with the Securities and Exchange Commission (the "SEC") all forms, 1997, the Company has timely filed all reports, schedules, formsstatements, statements exhibits and other documents required to be filed by it with under the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT") ), or the Securities Act of 1933, as amended (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein"SECURITIES ACT"), with amendments read together with underlying documents(collectively, are referred to herein as the "SEC DocumentsDOCUMENTS"). As of their respective datesits filing date or, if amended, as of the date of the last such amendment, each SEC Documents Document fully complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each SEC Document filed pursuant to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As Each SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of their respective datesthe date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the financial statements therein not misleading. Except for Sweetheart Holdings Inc. and Sweetheart Cup Company Inc., none of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Documents complied (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 to form in all material respects applicable, (ii) fully comply with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been , (iii) 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 except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly and accurately present 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 their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, ) of the Company has no liabilitiesand its consolidated Subsidiaries or a Company Subsidiary and its consolidated Subsidiaries, contingent or otherwiseas applicable, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results as of the Company. Except as disclosed in such financial statements or in times and for the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personperiods referred to therein.

SEC Documents and Financial Statements. Since January 1, 1997, the Company DDS has filed on a timely filed basis all reports, schedules, forms, statements and other documents required to be filed by it with the Securities SEC since January 1, 2000 (all such documents filed since January 1, 2000 and Exchange Commission ("SEC") pursuant prior to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, date hereof are referred to herein as the "DDS SEC Documents"). Complete and correct copies of the DDS SEC Documents have been made available to Fishtheworld. As of their respective dates, or if amended as of the date of the last such amendment, the DDS SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and Act, as the case may be (including all applicable rules and regulations of promulgated by the SEC promulgated thereunder applicable relating to the SEC DocumentsDDS's audit committee), and none of the DDS SEC Documents, at Documents as of the time they were filed with the SEC, date thereof contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As Complete and accurate copies of their respective datesthe unaudited consolidated balance sheet, the financial 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 Company included in three-month period ended January 31, 2003 (the SEC Documents complied as "DDS Interim Financial Information") have been provided to form Fishtheworld. The DDS Financial Statements fairly present, 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 GAAP during the periods involved and fairly and accurately present in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries DDS, as of and for the respective dates thereof thereof, and the consolidated results of their its operations and its consolidated cash flows for the respective periods then ended (subject, in the case of unaudited 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). Except as set forth Since January 31, 2003, DDS has not made any change in the most recent balance sheet provided to the Lender accounting practices or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred policies applied in the ordinary course preparation of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such its financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personmay be required by GAAP.

SEC Documents and Financial Statements. Since January (1, 1997, ) Acquiror has made available to the Company has timely copies of its Annual Report on Form 10-K for the fiscal year ended November 26, 1999, 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 all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission SEC ("SEC") pursuant collectively, including any such reports filed subsequent to the reporting requirements of the Securities Exchange Act of 1934date hereof, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, each of the SEC Documents complied in all material respects (including the financial statements, exhibits and schedules thereto), filed, used or circulated prior to the date hereof complied, and any such SEC Documents filed, used or circulated subsequent to the date hereof will comply, as to form with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentsdid not, and none of the SEC Documentswill not, at the time they were filed with the SEC, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial Acquiror's consolidated statements of the Company financial condition included in the SEC Documents, including the related notes and schedules thereto, fairly presents, or with respect to such statements included in SEC Documents complied as to form filed after the date hereof will fairly present, 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 GAAP during the periods involved and fairly and accurately present in all material respects respects, the consolidated financial position of the Company Acquiror and its consolidated subsidiaries Subsidiaries as of the dates thereof 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 their operations and operations, cash flows and stockholders' equity of Acquiror and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments and footnote disclosure). Except , in each case in accordance with generally accepted accounting principles consistently applied during the periods involved (except as set forth in may be noted therein and except that unaudited statements may not include notes) (the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person"Acquiror Financial Statements").

SEC Documents and Financial Statements. Since January 1For the last two (2) years, 1997, the Company JWI has timely filed or furnished with the Securities and Exchange Commission (the “SEC” or the “Commission”) all reports, schedules, forms, statements statements, and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it with under the Securities and Exchange Commission ("SEC") pursuant to Act or the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of such documents, collectively, the foregoing and all exhibits included therein and “SEC Documents”). The SEC Documents, including any audited or unaudited consolidated financial statements and any notes thereto or schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as included therein (the "SEC Documents"“JWI Financial Statements”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with or furnished (except to the SEC, contained extent amended or superseded by a subsequently filed or furnished SEC Document filed or furnished prior to the date of this Agreement) (a) did not contain any untrue statement of a material fact or omitted 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 were made, ) not misleading. As of their respective dates, (b) complied in all material respects with the financial statements applicable requirements of the Company included in Exchange Act and the SEC Documents Securities Act, as applicable and (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been True, correct, and complete copies of all SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC. The JWI Financial Statements were prepared from the books and records of JWI in accordance with GAAP the requirements of the Securities Act, applied on a consistent basis during the periods involved covered thereby and fairly and accurately present 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 for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments), and present fairly in all material respects, the consolidated financial position and the results of operations of JWI and its consolidated subsidiaries as of, and for the periods ended on, such applicable dates. Except as set forth The other financial information of JWI, if any, contained or incorporated by reference in the most recent balance sheet provided SEC Documents has been derived from the accounting records of JWI, and fairly presents in all material respects the information purported to be shown thereby. Nothing has come to the Lender or attention of JWI that has caused it to believe that the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred statistical and market-related data included in the ordinary course SEC Documents is not based on or derived from sources that are reliable and accurate in all material respects as of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in on which the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personapplicable SEC Documents were filed.

SEC Documents and Financial Statements. Since January 1, 19973.5.1 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, 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 1934SEC since October 1, as amended 1992 (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC Documents, and none of the Company SEC Documents, at the time they were filed with the SEC, Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the 3.5.2 The consolidated financial statements of the Company included in the Company SEC Documents complied comply 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 GAAP generally accepted accounting 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 fairly and accurately present present, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in shareholders' equity and consolidated cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit recurring adjustments, none of which is material). 3.5.3 Except as set forth disclosed in the most recent balance sheet provided Company SEC Documents filed and publicly available prior to December 16, 1997 (the Lender "Filed Company SEC Documents") or the Disclosure Letter, in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has no liabilitiesany absolute, accrued, contingent or otherwiseother liabilities or obligations due or to become due, other than 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 (i) as and to the extent reflected or reserved against on the balance sheet included in the Company's Annual Report on Form 10-K for the 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 subsequent consistent with past practice, and (iii) for such other liabilities and obligations that are not in the aggregate reasonably likely to have a Company Material Adverse Effect. For purposes of this Agreement, it is understood that all references to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results knowledge of the Company. Except as disclosed in such financial statements Company means solely the knowledge of any one or in more of the Disclosure Letter, individuals listed on Section 3.5.3 of the Company is not a guarantor or indemnitor of any Indebtedness of any other Person.Disclosure Schedule. 3.6

SEC Documents and Financial Statements. Since January 1, 1997, -------------------------------------- the Company has timely filed all reports, schedules, forms, 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 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 GAAP U.S. generally accepted accounting principles, consistently applied, during the periods involved and fairly and accurately present 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 for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent audited balance sheet provided to the Lender or the Disclosure LetterLender, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letterstatements, the Company is not a guarantor or indemnitor of any Indebtedness indebtedness of any other Personperson, firm or corporation.

SEC Documents and Financial Statements. Since January 1, 1997, the Company has timely filed all reports, schedules, forms, 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 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 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 GAAP U.S. generally accepted accounting principles, consistently applied, during the periods involved and fairly and accurately present 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 for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent audited balance sheet provided to the Lender or the Disclosure LetterLender, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letterstatements, the Company is not a guarantor or indemnitor of any Indebtedness indebtedness of any other Personperson, firm or corporation.

SEC Documents and Financial Statements. Since Except as disclosed in SCHEDULE 3.7, since January 1, 19972001, the Company has timely filed with the Commission all forms, reports, schedules, forms, statements and other documents required to be filed by it with under the Exchange Act, or the Securities and Exchange Commission Act ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934such documents, as supplemented and amended (since the time of filing, collectively, the "Exchange ActSEC DOCUMENTS") (all of the foregoing and all exhibits included therein and ). The SEC Documents, including, without limitation, any financial statements and or schedules thereto and documents included or incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with (and, in the SECcase of registration statements, contained on the dates of effectiveness) (i) as of its filing did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations thereunder. As of their respective dates, the The financial statements of the Company together with any related schedules and notes included in the SEC Documents at the time filed (and, in the case of registration statements, on the dates of effectiveness) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto. Such financial statements have been , 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 fairly and accurately present (subject in all material respects the consolidated case of unaudited statements to normal, recurring audit adjustments) the combined financial position of the Company and its consolidated subsidiaries Subsidiaries, as of the dates thereof and the consolidated combined results of their operations operations, statements of stockholder equity, and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments)ended. Except as set forth in the most recent The balance sheet provided to the Lender or the Disclosure Letter, for the Company has no liabilitiesincluded in its annual report on Form 10-K for the year ended December 31, contingent or otherwise, other than (i) liabilities incurred in 2001 is referred to herein as the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person"RECENT BALANCE SHEET".

SEC Documents and Financial Statements. Since January 1(a) The Company and each Company Subsidiary have filed with the Securities and Exchange Commission (the "SEC") all forms, 1997, the Company has timely filed all reports, schedules, formsstatements, statements exhibits and other documents required to be filed by it with under the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") ), or the Securities Act of 1933, as amended (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein"Securities Act"), with amendments read together with underlying documents(collectively, are referred to herein as the "SEC Documents"). As of their respective datesits filing date or, if amended, as of the date of the last such amendment, each SEC Documents Document fully complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder applicable thereunder. As of its filing date or, if amended, as of the date of the last such amendment, each SEC Document filed pursuant to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained Exchange Act did not contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As Each SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of their respective datesthe date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the financial statements therein not misleading. Except for Sweetheart Holdings Inc. and Sweetheart Cup Company Inc., none of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. All of the audited consolidated financial statements and unaudited consolidated interim financial statements included in the SEC Documents complied (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 to form in all material respects applicable, (ii) fully comply with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements have been , (iii) 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 except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly and accurately present 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 their operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, ) of the Company has no liabilitiesand its consolidated Subsidiaries or a Company Subsidiary and its consolidated Subsidiaries, contingent or otherwiseas applicable, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results as of the Company. Except as disclosed in such financial statements or in times and for the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personperiods referred to therein.

SEC Documents and Financial Statements. Since January 1CMG has furnished Microsoft with a true and complete copy of each statement, 1997report, the Company has timely filed all reportsschedule, schedules, forms, statements registration statement and other documents required to be definitive proxy or information statement filed by it CMG, or any present or former Subsidiary, with the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934since July 31, as amended 1995 (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "CMG SEC DocumentsDOCUMENTS"), 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 CMG SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1934 (the "1934 ACT") or the Securities Act of 1933 ("1933 ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such CMG SEC Documents, and none of the CMG SEC Documents, at the time they were filed with the SEC, Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the The financial statements of the Company CMG included in the CMG SEC Documents complied (the "CMG FINANCIAL STATEMENTS") comply as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Such financial statements thereto and have been prepared in accordance with GAAP during generally accepted accounting principles consistently applied (except as may be indicated in the periods involved notes thereto) and fairly and accurately present in all material respects the consolidated financial position of the Company CMG and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end normal, recurring audit adjustmentsadjustments not material in scope or amount). Except There has been no change in CMG's accounting policies or the methods of making accounting estimates or changes in estimates that are material to CMG Financial Statements, except as set forth described in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personnotes thereto.

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, 19971998, the Company has timely filed all reports, schedules, forms, statements reports and other documents filings required to be filed by it under the Exchange Act (the “COMPANY REPORTS”). The consolidated financial statements of the Company and its subsidiaries included in the Company’s most recent report on Forms 20-F and any other reports filed with the Securities SEC by the Company subsequent thereto were, or (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 Exchange Commission fairly present, or will present, the consolidated financial position for the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended ("SEC"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) pursuant to will be, prepared in all material respects in accordance with the reporting requirements of the Securities Exchange Act of 1934Act, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of any stock exchange or trading system on which the shares of the SEC promulgated thereunder applicable to Company were traded or quoted at such time, as the SEC Documentscase may be; and, and none as of the SEC Documentstime of filing or on the date that an amendment or supplement thereto was filed, at the time they were filed with the SECCompany Reports, contained as amended or supplemented, did not and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As The Company has delivered to the Purchaser draft consolidated, non audited and non reviewed balance sheet and statement of their respective dates, the financial statements profit and loss 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 GAAP during the periods involved and fairly and accurately present 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 for the periods then six months ended (subjectJune 30, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person2003.

SEC Documents and Financial Statements. Since January 1, 1997, the The Company has timely filed all reports, schedules, exhibits, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC") SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are filed prior to the date hereof being hereinafter referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the such SEC Documents, and none of the SEC Documents, at the time they were filed Documents (when read together with the SEC, all exhibits included therein and financial statement schedules thereto and documents incorporated by reference) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not misleading. As of their respective dates, the The financial statements of the Company and other financial information included in the SEC Documents complied 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 been prepared in accordance with GAAP U.S. generally accepted accounting principles, 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 not include footnotes or may be condensed or summary statements) and fairly and accurately present 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 its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth The Company is in compliance in all material respects with the most recent balance sheet provided provisions of the Xxxxxxxx-Xxxxx act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and the rules and regulations promulgated thereunder, that are effective, and intends to comply in all material respects with other applicable regulations provisions of the Lender or Xxxxxxxx-Xxxxx Act, and the Disclosure Letterrules and regulations promulgated thereunder, upon the effectiveness of such provisions and has no reason to believe that it will not be so compliant in all material respects upon such effectiveness. Without limiting the generality of the foregoing, the Chief Executive Officer and the Chief Financial Officer of the Company have signed, and the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent furnished to the date SEC, all certifications required by Section 302 and 906 of the Xxxxxxxx-Xxxxx Act; such certificates contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company nor any of its officers has received notice from any governmental entity questioning or challenging the accuracy, completeness, form or manner of filing or submissions of such financial statements and (ii) obligations under contracts and commitments incurred in certifications. The Company is currently eligible to register the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results resale of the Company. Except as disclosed Common Stock in such financial statements or in a secondary offering on a registration statement on Form S-3 under the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other PersonSecurities Act.

SEC Documents and Financial Statements. Since January 1, 1997, the The Company has timely filed all reports, schedules, forms, statements and other documents required is eligible to be filed by it with use Form S-3 under the Securities Act and Exchange Commission ("SEC") pursuant to it meets the reporting transaction requirements as set forth in General Instruction I.B.1 and I.B.3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents")Form S-3. As of their respective dates, the all SEC Documents filed by the Company with the Commission complied in all material respects with the requirements of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder applicable to (the SEC Documents“Exchange Act”)), and none of the SEC Documents, at the time they were filed with the SECwhen filed, contained any untrue statement of a material fact or 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 were made, not misleading. As of their respective dates, the financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, as filed with the SEC Documents complied as to form on November 12, 2019 comply in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP during Securities Act and present fairly the periods involved and fairly and accurately present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof indicated and the consolidated results of their operations and the changes in their cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of specified; such financial statements and have been prepared in all material aspects in conformity with generally accepted accounting principles (ii“GAAP”) obligations under contracts and commitments incurred in the ordinary course of business United States applied on a consistent basis throughout the periods covered thereby, and not any supporting schedules included in the SEC Documents present fairly in all material aspects the information required under GAAP to be reflected in such stated therein; and the other financial statements, which, individually or information included in the aggregate, are not material to SEC Documents has been derived from the financial condition or operating results accounting records of the Company. Except as disclosed Company and its consolidated subsidiaries and presents fairly in such financial statements or in all material aspects the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personinformation shown thereby.

SEC Documents and Financial Statements. Since January 1, 1997, the Company has timely Red Cannxx xxx filed all required reports, schedules, forms, 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 1934SEC on a timely basis since September 1, as amended 1996 (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Red Cannxx XXX Documents"). As of their respective dates, the SEC Red Cannxx XXX Documents complied as to form in all material respects with the requirements of Securities Act or the Exchange Act Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the SEC such Red Cannxx XXX Documents, and none of the SEC Documents, at the time they were filed with the SEC, Red Cannxx XXX Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As Except to the extent that information contained in any Red Cannxx XXX Document has been revised or superseded by a later- filed Red Cannxx XXX Document, filed and publicly available prior to the date of this 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 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, the financial statements dates of the Company included in filing with 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 GAAP generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q or 8-K) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly and accurately present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated position, results of their operations and cash flows as at the dates and for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to financial statements of Red Cannxx xxxluded in the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) Red Cannxx XXX Documents and except for liabilities and obligations incurred in the ordinary course of business subsequent to the date consistent with past practice, since August 31, 1998, neither Red Cannxx xxx any of such financial statements and its subsidiaries has incurred any material liabilities or obligations of any nature (iiwhether accrued, absolute, contingent or otherwise) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP by generally accepted accounting principles to be reflected in such financial statements, which, individually set forth on a consolidated balance sheet of Red Cannxx xxx its consolidated subsidiaries or in the aggregate, are not material notes thereto or that has had or is reasonably likely to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not have a guarantor or indemnitor of any Indebtedness of any other PersonRed Cannxx Xxxerial Adverse Effect.

SEC Documents and Financial Statements. Since January 13.5.1 The Company and each of its Material Subsidiaries that is or was required by law to do so, 1997, the Company has timely filed all required reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") pursuant since March 16, 1998 (the date on which the Company was first required under federal securities laws to file with the reporting 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") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein), with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective datescase may be, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC Documents, and none of the Company SEC Documents, at the time they were filed with the SEC, Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the 3.5.2 The consolidated financial statements of the Company included in the Company 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 , were prepared in accordance with GAAP United States generally accepted accounting 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 fairly and accurately present present, in all material respects respects, 6 11 the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operations, changes in shareholders' equity and consolidated cash flows for the respective periods 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). 3.5.3 Except as set forth disclosed in the most recent balance sheet provided Company SEC Documents filed and publicly available prior to June 10, 1998 (the Lender "Filed Company SEC Documents") or the Disclosure Letter, in Section 3.5.3 of the Company Disclosure Schedule, neither the Company nor any of its Material Subsidiaries has no liabilitiesany absolute, accrued, contingent or otherwiseother liabilities or obligations due or to become due, other than 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 (ia) as and to the extent reflected or reserved against on the balance sheet included in the Company's Annual Report on Form 10-K for the year ended January 31, 1998 (the "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 subsequent to the date of such financial statements consistent with past practice; and (iic) for such other liabilities and obligations under contracts and commitments incurred that are not in the ordinary course of business and not required under GAAP aggregate reasonably likely to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Companyhave a Company Material Adverse Effect. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person.3.6

SEC Documents and Financial Statements. Since January 1The REIT has made available to SCG on the REIT’s Website true and correct copies of each the following documents: (i) the REIT’s Annual Report on Form 10-K for the fiscal year ending December 31, 19972004, (ii) the Company has timely filed all reportsREIT’s quarterly report on Form 10-Q for the quarter ended March 31, schedules2005, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission ("SEC"iii) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing 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 “REIT Reports”). The REIT Reports were, and all exhibits included therein reports filed by the REIT after the date hereof through the Closing Date (“Subsequent REIT Reports”) will be, prepared and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied filed in all material respects compliance with the requirements of the Exchange 1934 Act and the rules and regulations of promulgated by the SEC promulgated thereunder applicable to the SEC Documentsthereunder, and none did not, or will not, as of the SEC Documentstheir respective dates, at the time they were filed with the SEC, contained contain any untrue statement of a material fact or omitted omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they were made or will be made, not misleading. As of their respective dates, The consolidated financial statements and the interim consolidated financial statements of the Company REIT included in the SEC Documents complied as to form in all material respects with applicable accounting requirements REIT Reports were prepared, and the published rules and regulations consolidated financial statements of the SEC with respect thereto. Such financial statements have been prepared REIT that will be included in any Subsequent REIT Reports will be prepared, in accordance with GAAP during (except as may be indicated in the periods involved notes thereto) and fairly and accurately present presented, or will fairly present, in all material respects the consolidated financial position condition and results of operations of the Company REIT and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited the interim consolidated financial statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements adjustments and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personadjustments described therein.

SEC Documents and Financial Statements. Since January 1, 1997, the The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it the Company with the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934SEC since September 30, as amended 1997 (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "COMPANY SEC DocumentsDOCUMENTS"). As of their its respective datesdate, the each Company SEC Documents Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to the such Company SEC DocumentsDocument, and none of the SEC Documentsdid not, at the time they were such Company SEC Document was filed with the SEC, contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As 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 their respective datesthe Company SEC Documents 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 the consolidated financial statements of the Company included in the Company SEC Documents complied comply 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 GAAP generally accepted accounting 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) and fairly and accurately present 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 for the periods then ended (subject, in the case of quarterly unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to 1999 Company Financial Statements and except for liabilities and obligations incurred since the Lender or date of the Disclosure Letter, the 1999 Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred Financial Statements in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred or as set forth in the ordinary course Company Disclosure Letter, neither the Company nor any Company Subsidiary has any material liabilities or obligations of business and not any nature (whether accrued, absolute, contingent or otherwise) required under by GAAP to be reflected in such financial statements, which, individually set forth on a consolidated balance sheet or in the aggregatenotes thereto. None of the Company Subsidiaries is, are not material or has at any time since September 30, 1997 been, subject to the financial condition reporting requirements of Section 13(a) or operating results 15(d) of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other PersonExchange Act.

SEC Documents and Financial Statements. Since January 1, 1997, the Company Sealant has filed on a timely filed basis all reports, schedules, forms, statements and other documents required to be filed by it with the Securities SEC since January 1, 2002 (all such documents filed since January 1, 2002 and Exchange Commission ("SEC") pursuant prior to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, date hereof are referred to herein as the "Sealant SEC Documents"). Complete and correct copies of the Sealant SEC Documents have been made available to PowerChannel. As of their respective dates, or if amended as of the date of the last such amendment, the Sealant SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and Act, as the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documentscase may be, and none of the Sealant SEC Documents, at Documents as of the time they were filed with the SEC, date thereof contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As Complete and accurate copies of their respective datesthe unaudited consolidated balance sheet, the financial consolidated statements of the Company included in the SEC Documents complied as operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (together with any supplementary information thereto) of Sealant have been provided to form PowerChannel. The Sealant Financial Statements fairly present, 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 GAAP during the periods involved and fairly and accurately present in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Sealant, as of and for the respective dates thereof thereof, and the consolidated results of their its operations and its consolidated cash flows for the respective periods then ended (subject, in the case of unaudited 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). Except as set forth Since March 31, 2003, Sealant has not made any change in the most recent balance sheet provided to the Lender accounting practices or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred policies applied in the ordinary course preparation of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such its financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personmay be required by GAAP.

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, 19971998, the Company has timely filed all reports, schedules, forms, statements reports and other documents filings required to be filed by it under the Exchange Act (the “Company Reports”). The consolidated financial statements of the Company and its subsidiaries included in the Company’s most recent report on Forms 20-F and any other reports filed with the Securities SEC by the Company subsequent thereto were, or (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 Exchange Commission fairly present, or will present, the consolidated financial position for the Company and its subsidiaries as of the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended ("SEC"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) pursuant to will be, prepared in all material respects in accordance with the reporting requirements of the Securities Exchange Act of 1934Act, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of any stock exchange or trading system on which the shares of the SEC promulgated thereunder applicable to Company were traded or quoted at such time, as the SEC Documentscase may be; and, and none as of the SEC Documentstime of filing or on the date that an amendment or supplement thereto was filed, at the time they were filed with the SECCompany Reports, contained as amended or supplemented, did not and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As The Company has delivered to the Purchaser draft consolidated, non audited and non reviewed balance sheet and statement of their respective dates, the financial statements profit and loss 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 GAAP during the periods involved and fairly and accurately present 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 for the periods then six months ended (subjectJune 30, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person2003.

SEC Documents and Financial Statements. Since January 1, 1997During 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, proxy statements, statements and other documents required to be filed by it with the Securities and Exchange Commission SEC ("SEC"other than Section 16 ownership filings) pursuant to the reporting requirements of the Securities Exchange 1934 Act of 1934, as amended (reports filed in compliance with the "Exchange Act"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 statements, notes and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are therein being hereinafter referred to herein as the "“SEC Documents"”). 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 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 Exchange 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or 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 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 theretothereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”), 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 and accurately present 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 its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letteradjustments which will not be material, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, either individually or in the aggregate, are not material to the financial condition ). No other information provided by or operating results on behalf of the Company. Except as disclosed in such financial statements or Company to any of the Buyers which is not included in the Disclosure LetterSEC Documents (including, without limitation, information referred to in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not a guarantor currently contemplating to amend or indemnitor restate any of the financial statements (including, without limitation, any Indebtedness notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any other Personof 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 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 amend or restate any of the Financial 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, 19971998, the Company has timely filed all reports, schedules, forms, statements reports and other documents filings required to be filed by it under the Exchange Act (the "COMPANY REPORTS"). The consolidated financial statements of the Company and its subsidiaries included in the Company's most recent report on Forms 20-F and any other reports filed with the Securities and Exchange Commission SEC by the Company subsequent thereto were, or (if filed after the date hereof but prior to Closing) will be, prepared in accordance with U.S. generally accepted accounting principles ("SECGAAP") pursuant 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 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 reporting aggregate, not material in amount); the Company Reports were, or (if filed after the date hereof) will be, prepared in all material respects in accordance with the requirements of the Securities Exchange Act of 1934Act, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of any stock exchange or trading system on which the shares of the SEC promulgated thereunder applicable to Company were traded or quoted at such time, as the SEC Documentscase may be; and, and none as of the SEC Documentstime of filing or on the date that an amendment or supplement thereto was filed, at the time they were filed with the SECCompany Reports, contained as amended or supplemented, did not and will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As The Company has delivered to the Purchaser draft consolidated, non audited and non reviewed balance sheet and statement of their respective dates, the financial statements profit and loss 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 GAAP during the periods involved and fairly and accurately present 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 for the periods then six months ended (subjectJune 30, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Person2003.

SEC Documents and Financial Statements. Since January 1(a) Except as set forth on Schedule 4.7 of the PECO Disclosure Letter, 1997PECO has filed or furnished (as applicable), on a timely basis, with the Company has timely filed SEC all forms, reports, certifications, schedules, forms, statements and other documents required by it to be filed by it with or furnished (as applicable) since and including January 1, 2016 under the Exchange Act or the Securities and Exchange Commission Act ("SEC") together with all certifications required pursuant to the reporting requirements of Xxxxxxxx-Xxxxx Act) (such documents and any other documents filed or furnished by PECO with the Securities Exchange Act of 1934SEC, as have been amended (since the "Exchange Act") (all time of their filing, collectively, the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "“PECO SEC Documents"”). As of their respective filing dates, the PECO SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, (including any financial statements contained therein) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As , except to the extent such statements have been modified or superseded by Company SEC Documents later filed by the Company and (ii) complied in all material respects with the applicable requirements of their respective datesthe Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. 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 complied (the “PECO Financial Statements”) complied, as to form of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been thereto (including Regulation S-X), were prepared from the books and records of PECO and fairly present in all material respects, in accordance with GAAP consistently applied during the periods involved covered thereby (except as otherwise disclosed therein), the financial condition and fairly the results of operations, cash flows and accurately present changes in all material respects the stockholders’ equity of PECO (on a consolidated financial position of the Company and its consolidated subsidiaries basis) as of the respective dates thereof of and the consolidated results of their operations and cash flows for the periods then ended (referred to in the PECO Financial Statements, subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in adjustments (the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course effect of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, whichwhich will not, individually or in the aggregate, are not material be materially adverse to the financial condition or operating results PECO Entities) and the absence of the Company. Except as disclosed in such financial statements or notes (that, if presented, would not differ materially from those included in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personmost recent year-end PECO Financial Statements).

SEC Documents and Financial Statements. Since January 1The Representing Party has filed or furnished (as applicable), 1997on a timely basis, with the Company has timely filed SEC all forms, reports, certifications, schedules, forms, statements and other documents required to be filed or furnished (as applicable) by it under the Exchange Act or the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) (such documents and any other documents filed or furnished by the Representing Party with the Securities and Exchange Commission ("SEC") pursuant to the reporting requirements of the Securities Exchange Act of 1934, as have been amended (since the "Exchange Act") (all time of their filing, collectively, the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "“Representing Party’s SEC Documents"”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act filing dates (and the rules and regulations date of the SEC promulgated thereunder applicable to the SEC Documentstheir most recent amendment, and none of the SEC Documents, at the time they were supplement or modification as filed with the SEC), contained the Representing Party’s SEC Documents (i) did not (or with respect to its SEC Documents filed after the date hereof, will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of their respective datesmisleading and (ii) complied, or with respect to the financial statements of the Company included in the Representing Party’s SEC Documents complied filed after the date hereof, will comply, as to form the case may be, in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. All of the audited financial statements and unaudited interim financial statements of the Representing Party included in its SEC Documents (including the related notes and schedules thereto) (collectively, the “Representing Party’s Financial Statements”), (A) have been or will be, as the case may be, prepared from, are in accordance with, and accurately reflect the books and records of the 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 SEC with respect thereto. Such financial statements , (C) have been or will be, as the case may be, prepared in accordance with GAAP accounting principles generally accepted in the United States of America (“GAAP”) applied on a consistent basis during the periods involved and fairly and accurately present (except as may be indicated 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 for the periods then ended (subjectnotes thereto or, in the case of unaudited interim financial statements, to for normal and recurring year-end audit adjustmentsadjustments 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). Except as set forth , and (D) fairly present, in the most recent balance sheet provided to the Lender or the Disclosure Letterall material respects, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in financial position and the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of operations, stockholder’s equity and cash flows of the Company. Except Representing Party and its consolidated Subsidiaries as disclosed in such financial statements or in of the Disclosure Letter, times and for the Company is not a guarantor or indemnitor of any Indebtedness of any other Personperiods referred to therein.

SEC Documents and Financial Statements. Since January 1Except as indicated on Schedule 4.10, 1997, the Company Black Diamond has filed on a timely filed basis all reports, schedules, forms, statements and other documents required to be filed by it with the Securities SEC since January 1, 2000 (all such documents filed since January 1, 2000 and Exchange Commission ("SEC") pursuant prior to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, date hereof are referred to herein as the "Black Diamond SEC Documents"). Complete and correct copies of the Black Diamond SEC Documents have been made available to the Transferors. As of their respective dates, or if amended as of the date of the last such amendment, the Black Diamond SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and Act, as the case may be (including all applicable rules and regulations of promulgated by the SEC promulgated thereunder applicable relating to the SEC DocumentsBlack Diamond's audit committee), and none of the Black Diamond SEC Documents, at Documents as of the time they were filed with the SEC, date thereof contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As Complete and accurate copies of their respective datesthe unaudited consolidated balance sheet, the financial 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 Company included in six-month period ended June 30, 2002 (the SEC Documents complied as "Black Diamond Interim Financial Information") have been provided to form the Transferors. The Black Diamond Financial Statements fairly present, 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 GAAP during the periods involved and fairly and accurately present in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Black Diamond, as of and for the respective dates thereof thereof, and the consolidated results of their its operations and its consolidated cash flows for the respective periods then ended (subject, in the case of unaudited 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). Except as set forth Since June 30, 2002, Black Diamond has not made any change in the most recent balance sheet provided to the Lender accounting practices or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred policies applied in the ordinary course preparation of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such its financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personmay be required by GAAP.

SEC Documents and Financial Statements. Since January 1, 1997, the (a) The Company has filed or furnished (as applicable), on a timely filed basis, with the SEC all forms, reports, certifications, schedules, forms, statements and other documents required by it to be filed by it with or furnished (as applicable) since and including May 8, 2018 under the Exchange Act or the Securities and Exchange Commission Act ("SEC") together with all certifications required pursuant to the reporting requirements of the Securities Exchange Xxxxxxxx-Xxxxx Act of 19342002 (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 "Exchange Act") (all time of their filing, collectively, the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "“Company SEC Documents"”). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, (including any financial statements contained therein) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. As , except to the extent such statements have been modified or superseded by Company SEC Documents later filed by the Company, and (ii) complied in all material respects with the applicable requirements of their respective datesthe Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC thereunder. 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 Acquired Companies included in the Company SEC Documents complied (the “Company Financial Statements”) complied, as to form of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been thereto (including Regulation S-X), were prepared from the books and records of the Company and fairly present in all material respects, in accordance with GAAP consistently applied during the periods involved covered thereby (except as otherwise disclosed therein), the financial condition and fairly the results of operations, cash flows and accurately present changes in all material respects the consolidated financial position stockholders’ equity of the Company and its (on a consolidated subsidiaries basis) as of the respective dates thereof of and the consolidated results of their operations and cash flows for the periods then ended (referred to in the Company Financial Statements, subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments). Except as set forth in adjustments (the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course effect of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, whichwhich will not, individually or in the aggregate, are not material be materially adverse to the financial condition or operating results Acquired Companies) and the absence of the Company. Except as disclosed in such financial statements or notes (that, if presented, would not differ materially from those included in the Disclosure Letter, the most recent year-end Company is not a guarantor or indemnitor of any Indebtedness of any other PersonFinancial Statements).

SEC Documents and Financial Statements. 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, 19971996 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 Company has timely filed all reportsdate hereof (collectively, schedules, forms, 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 1934, as amended (the "Exchange Act") (all of the foregoing and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, with amendments read together with underlying documents, are referred to herein as the "SEC Documents"), each in the form (including exhibits and any amendments thereto) filed with the SEC (or if not so filed, in the form used or circulated). As of their respective datesdates (and without giving effect to any amendments or modifications filed after the date of this Agreement), the SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none each of the SEC Documents, at including the time they were financial statements, exhibits and schedules thereto, filed or circulated prior to the date hereof complied (and each of the SEC Documents filed after the date of this Agreement, will comply) as to form with applicable Securities Laws and did not (or in the SECcase of reports, contained statements, or circulars filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As Each of their respective dates, the financial Company's consolidated statements of the Company 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 complied as to form in all material respects with applicable accounting requirements and filed after the published rules and regulations date of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP during the periods involved and this Agreement, will fairly and accurately present in all material respects present) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof 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 their operations and operations, cash flows and stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods then ended set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except , in each case in accordance with generally accepted accounting principles consistently applied during the periods involved (except as set forth in the most recent balance sheet provided to the Lender or the Disclosure Letter, the Company has may be noted therein and except that such unaudited statements include no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date of such financial statements and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. Except as disclosed in such financial statements or in the Disclosure Letter, the Company is not a guarantor or indemnitor of any Indebtedness of any other Personnotes).