Common use of SEC Documents and Other Reports Clause in Contracts

SEC Documents and Other Reports. The Corporation has filed all required SEC Documents since January 1, 1996. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the applicable law, and, at the respective times they were filed, none of 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has timely filed with the SEC all documents required to be filed by it since December 31, 2006 under the Securities Act or the Exchange Act (the “Parent SEC Documents since January 1, 1996Documents”). As of their respective filing dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent SEC Documents complied as to form 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the condensed consolidated financial position of the Corporation Parent and its consolidated subsidiaries as of at the respective dates thereof and the condensed consolidated results of their operations and their condensed consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has timely filed with the SEC all documents required to be filed by it since December 31, 2001 under the Securities Act or Exchange Act (the “Company SEC Documents since January 1, 1996Documents”). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the date hereof, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date hereof or as required by generally accepted accounting principlesGAAP, the Corporation Company has not, since between December 31, 19962003 and the date hereof, made or adopted any change in the its accounting methods, practices or policies applied in the preparation of their financial statements. Prior to the Closing Dateeffect on December 31, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading2003.

SEC Documents and Other Reports. The Corporation Trust has filed all required documents with the SEC Documents since January 1, 19961996 (such documents together with the Starwood Disclosure being 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 applicable law, and, at the respective times they were filed, none of 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Trust 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation Trust and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation Trust has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation Trust will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed all required documents (including proxy statements) with the SEC Documents since January October 1, 19961996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31October 1, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation has Parent Companies have filed all required documents with the SEC Documents since January 1, 19961996 (the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent Companies included in the Parent 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation Trust and its Parent and their consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation has Parent Companies have not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Crescent has filed all required documents with the SEC Documents since January 1, 1996 (together with all other filings by Crescent with the SEC since January 1, 1996, the "Crescent SEC Documents"). As of their respective dates, the Crescent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Crescent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Crescent included in the Crescent 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X of the SEC) applied on a consistent basis during the periods period involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated financial position of the Corporation Crescent and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Crescent SEC Documents or as required by generally accepted accounting principles, the Corporation Crescent has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed with the SEC all documents required to be filed by it since August 31, 1995 under the Securities Act or the Exchange Act (the "Company SEC Documents since January 1, 1996Documents"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Company SEC Documents including the financial statements of the Company and the notes thereto contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company (including, in each case, any including the notes thereto) of the Corporation included in the Company SEC Documents complied comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were have been prepared in accordance with generally accepted accounting principles (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein none of which were or will be material in amount or effect). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation DIMON has filed all required documents with the SEC Documents since January June 1, 19962001 (the “DIMON SEC Reports”). As of their respective dates, the DIMON SEC Documents Reports complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the DIMON SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation DIMON included in the DIMON SEC Documents Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented present in accordance with GAAP the consolidated financial position of the Corporation DIMON and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the DIMON SEC Documents Reports or as required by generally accepted accounting principlesGAAP, the Corporation DIMON has not, since December March 31, 19962004, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior The books and records of DIMON and its Subsidiaries have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements, including but not limited to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements Section 13(b)(2) of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingExchange Act.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1April 27, 19961996 (the "Company SEC Reports"). As of their respective dates, the Company SEC Documents Reports complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented present in accordance with GAAP the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). The unaudited consolidated balance sheet of the Company as of May 1, 1999, and the unaudited consolidated statements of operations and cash flows of the Company for the fiscal year ended May 1, 1999, which have been provided by the Company to Parent were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except that footnotes are absent) and fairly present in accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries as at the date thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject to normal year-end audit adjustments which are not material). Except as disclosed in the Company SEC Documents Reports or as required by generally accepted accounting principlesGAAP, the Corporation Company has not, since December 31May 2, 19961998, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements The books and records of the applicable lawCompany and its Subsidiaries have been, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinare being, maintained in light of the circumstances under which they were made, not misleadingaccordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. The Corporation Buyer has filed all required documents with the SEC Documents since January 1, 19961997 (the "Buyer SEC Documents"). As of their respective dates, the Buyer SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Buyer SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Buyer included in the Buyer 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented present in accordance with GAAP the consolidated financial position of the Corporation Buyer and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinadjustments). Except as disclosed in the Buyer SEC Documents filed prior to the Effective Date or as required by generally accepted accounting principlesGAAP, the Corporation Buyer has not, since December January 31, 19962000, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing DateThe books and records of Buyer and its Subsidiaries have been, the Corporation will file all required documents with the SECand are being, which documents will comply maintained in all material respects in accordance with the requirements of the GAAP and other applicable law, legal and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingaccounting requirements.

SEC Documents and Other Reports. The Corporation Buyer has filed all required documents with the SEC Documents since January 1, 19961999 (the "Buyer SEC Documents"). As of their respective dates, the Buyer SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Buyer SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Buyer included in the Buyer 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented present in accordance with GAAP the consolidated financial position of the Corporation Buyer and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Buyer SEC Documents filed prior to the Effective Date or as required by generally accepted accounting principlesGAAP, the Corporation Buyer has not, since December 31, 1996, 2000 made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing DateThe books and records of Buyer and its Subsidiaries have been, the Corporation will file all required documents with the SECand are being, which documents will comply maintained in all material respects in accordance with the requirements of the GAAP and other applicable law, legal and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingaccounting requirements.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1March 31, 1996 (together with all other filings by the Company with the SEC since March 31, 1996, the "Company SEC Document"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.generally

SEC Documents and Other Reports. The Corporation FTX has filed all documents required to be filed by it with the SEC Documents since January 1June 30, 19961995. As of their respective filing dates, all documents filed by FTX with the SEC Documents since June 30, 1995 (the "FTX SEC Documents") complied in all material respects with the applicable requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, at the respective times they were filed, and none of the FTX SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation FTX included in FTX SEC Documents complied, at the time of filing with the SEC Documents complied (and, with respect to any registration statement, at the time it was declared effective), as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented present the consolidated financial position of the Corporation FTX and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments and to any other adjustments described therein). Except as disclosed set forth in the FTX SEC Documents or as required by generally accepted accounting principles, the Corporation has notDocuments, since December 31, 1996, FTX has not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to FTX's public accountants have not issued any audit reports or other reports on internal controls which indicate that the Closing Date, internal controls associated with or otherwise covering FTX have or had any material weaknesses or that the Corporation will file all required documents accounting records associated with the SEC, which documents will comply in all or otherwise covering FTX contained or could contain any material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingerrors.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January June 1, 19962001 (the “Company SEC Reports”). As of their respective dates, the Company SEC Documents Reports complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents Reports complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented present in accordance with GAAP the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents Reports or as required by generally accepted accounting principlesGAAP, the Corporation Company has not, since December March 31, 19962004, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements The books and records of the applicable lawCompany and its Subsidiaries have been, and will are being, maintained in accordance with GAAP and other applicable legal and accounting requirements, including but not contain an untrue statement of a material fact or omit limited to state a material fact required to be stated therein or necessary to make the statements therein, in light Section 13(b)(2) of the circumstances under which they were made, not misleadingExchange Act.

SEC Documents and Other Reports. The Corporation Company has filed with the SEC all required SEC Documents reports, schedules, forms, statements and other documents required to be filed by it since January April 1, 19961998 under the Securities Act or the Exchange Act (the "Company SEC Documents"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents complied comply as to form 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 as of their respective dates of filingthereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein not material in amount). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation IGL has filed all documents required to be filed by it with the SEC Documents since January 1June 30, 19961995. As of their respective filing dates, all documents filed by IGL with the SEC Documents since June 30, 1995 (the "IGL SEC Documents") complied in all material respects with the applicable requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, at the respective times they were filed, and none of the IGL SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation IGL included in the IGL SEC Documents complied at the time of filing with the SEC (and, with respect to any registration statement, at the time it was declared effective) as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented present the consolidated financial position of the Corporation IGL and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments and to any other adjustments described therein). Except as disclosed set forth in the IGL SEC Documents or as required by generally accepted accounting principles, the Corporation has notIGL Letter, since December 31June 30, 1996, 1996 IGL has not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to IGL's public accountants have not issued any audit reports or other reports on internal controls which indicate that the Closing Date, internal controls associated with or otherwise covering IGL have or had any material weaknesses or that the Corporation will file all required documents accounting records associated with the SEC, which documents will comply in all or otherwise covering IGL contained or could contain any material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingerrors.

SEC Documents and Other Reports. The Corporation Parent has timely filed with the SEC all documents required to be filed by it since December 31, 2001 under the Securities Act or the Exchange Act (the “Parent SEC Documents since January 1, 1996Documents”). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the date hereof, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents filed with the SEC prior to the date hereof or as required by generally accepted accounting principlesGAAP, the Corporation Parent has not, since between December 31, 19962003 and the date hereof, made or adopted any material change in the its accounting methods, practices or policies applied in the preparation of their financial statements. Prior to the Closing Dateeffect on December 31, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading2003.

SEC Documents and Other Reports. The Corporation WABCO has filed all required documents with the SEC Documents since January 1, 19961997 (the "WABCO SEC Documents"). As of their respective dates, the WABCO SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), as the case may be, and, at the respective times they were filed, none of the WABCO SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation WABCO included in the WABCO 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented in all material respects the consolidated financial position of the Corporation WABCO and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the WABCO SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation WABCO has not, since December 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1, 19961995 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents (the "Company Financial Statements") as of their respective dates complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries PL as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein)ended. Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December March 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their financial statementsthe Company Financial Statements. Prior Neither the Company nor PL had as of March 31, 1998 any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements consolidated balance sheet of the applicable lawCompany and PL at March 31, and will 1998 (including the notes thereto) included in the Company Financial Statements that are not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingso reflected.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1, 19961995 (the "SEC Reports"). As Except as set forth in Section 3.1(g) of the Disclosure Schedule, as of their respective filing dates, the SEC Documents Reports complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, andas amended, and the rules and regulations thereunder (the "Securities Act"), or the Exchange Act, as the case may be, each as in effect on the date so filed, and at the respective times they were filed, time filed with SEC none of the SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, Except as set forth in each case, any notes theretoSection 3.1(g) of the Corporation Disclosure Schedule, the financial statements of the Company included in the SEC Documents complied Reports comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented present the consolidated financial position of the Corporation Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has filed all documents required to be filed prior to the date hereof by it and its Subsidiaries with the SEC Documents since January 1May 25, 19961997 (the "Parent SEC Documents"). As of their respective dates, or if amended as of the date of the last such amendment, the Parent SEC Documents complied, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time ("Subsequent Parent SEC Documents; provided, however, that the Subsequent Parent SEC Documents complied shall not include the Registration Statement") will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable law, and, at the respective times they were filed, rules and regulations promulgated thereunder and none of the Parent SEC Documents contained contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. The consolidated financial statements (including, in each case, any notes theretoincluding related notes) of the Corporation Parent included in the Parent SEC Documents complied as to form fairly present in all material respects with applicable accounting requirements respects, and the published rules consolidated financial statements (including related notes) of Parent included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and regulations of its consolidated Subsidiaries, as at the SEC with respect thereto as respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective dates of filing, were prepared in accordance with generally accepted accounting principles periods then ended (exceptsubject, in the case of the unaudited statements, as permitted by Regulation Sto normal year-X end audit adjustments and to any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder) in conformity with GAAP (except in the case of the SECunaudited statements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principlesSince May 30, the Corporation 1999, Parent has not, since December 31, 1996, not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all except as may be required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingby GAAP.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1, 19961995 (the "Company SEC Documents"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, andas amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), or the Exchange Act, as the case may be, each as in effect on the date so filed, and at the respective times they were filed, time filed with SEC none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any including the related notes theretoand schedules) of the Corporation Company included in or incorporated by reference into the Company SEC Documents complied comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were have been prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented present the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation (a) Each of Parent and its Subsidiaries has timely filed with or furnished to the SEC all documents required to be filed or furnished by it since December 31, 2001 under the Securities Act or the Exchange Act (as such documents have been amended or supplemented prior to the date hereof, the “Parent SEC Documents since January 1, 1996Documents”). As of their respective filing or furnishing dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed or furnished, and at the respective times they were filedtime filed with the SEC, none of the Parent SEC Documents so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent SEC Documents complied as to form 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. (a) The Corporation Company has timely filed all forms, reports, schedules, proxy statements, registration statements and other documents required to be filed with the SEC Documents since January July 1, 1996. As of their respective dates2001 (collectively, the "Company SEC Documents Documents"). Except as set forth in Section 4.5 of the Disclosure Schedule, the Company SEC Documents, including any financial statements or schedules included or incorporated by reference therein) (a) at the time they became effective, in the case of registration statements, or when filed, in the case of any other Company SEC Document, complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, andas amended (the "Securities Act"), or the Exchange Act, as the case may be, and (b) do not (except to the extent revised or superseded by a subsequent filing with the SEC), and did not at the respective times time they were filed, none of the SEC Documents contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading except to the extent revised or superseded by a subsequent filing with the SEC prior to the date hereof. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, the unaudited omission of full footnote disclosures to such financial statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries as of Subsidiaries at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, none of which were or are material in amount). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principlesDocuments, the Corporation Company has not, since December July 31, 19962001, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Gart has filed on a timely basis all documents required to be filed by it with the SEC since January 4, 1997 (all such documents filed since January 4, 1997 and prior to the date hereof are referred to as the "Gart SEC Documents"). Complete and correct copies of the Gart SEC Documents since January 1, 1996have been made available to the Company. As of their respective dates, or if amended as of the date of the last such amendment, the Gart SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be (including all applicable lawrules and regulations promulgated by the SEC relating to Gart's audit committee), and, at the respective times they were filed, and none of the Gart SEC Documents as of the 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. Complete and accurate copies of the unaudited consolidated balance sheet, consolidated statements of operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (together with any supplementary information thereto) of Gart, all as of and for the nine-month period ended October 28, 2000 (the "Gart Interim Financial Information") have been provided to the Company. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Gart included in the Gart SEC Documents complied as to form and the Gart Interim Financial Information (collectively, the "Gart Financials") fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position of Gart and its consolidated Subsidiaries, as of and for the respective dates thereof, and the published rules and regulations of the SEC with respect thereto as consolidated results of their operations and their consolidated cash flows for the respective dates of filing, were prepared in accordance with generally accepted accounting principles periods then ended (exceptsubject, in the case of the unaudited statementsGart Interim Financial Information, as permitted by Regulation Sto normal year-X of the SECend audit adjustments and to any other adjustments described therein) applied on a consistent basis in conformity with GAAP during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principlesSince January 29, the Corporation 2000, Gart has not, since December 31, 1996, not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all except as may be required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingby GAAP.

SEC Documents and Other Reports. The Corporation Parent has filed all required documents with the SEC Documents since January 1, 19961995 (the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent SEC Documents (the "Parent Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein)ended. Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation Parent has not, since December March 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their financial statementsthe Parent Financial Statements. Prior Neither the Parent nor any of its Subsidiaries had as of March 31, 1998 any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements consolidated balance sheet of the applicable law, Parent and will its Subsidiaries (including the notes thereto) included in the Financial Statements that are not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingso reflected.

SEC Documents and Other Reports. The Corporation MotivePower has filed all required documents with the SEC Documents since January 1, 19961997 (the "MotivePower SEC Documents"). As of their respective dates, the MotivePower SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the MotivePower SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation MotivePower included in the MotivePower 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented in all material respects the consolidated financial position of the Corporation MotivePower and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the MotivePower SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation MotivePower has not, since December 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed on a timely basis all documents required to be filed by it with the SEC since February 1, 1997 (all such documents filed since February 1, 1997 and prior to the date hereof are referred to as the "Company SEC Documents"). Complete and correct copies of the Company SEC Documents since January 1, 1996have been made available to Gart. As of their respective dates, or if amended as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be (including all applicable lawrules and regulations promulgated by the SEC relating to the Company's audit committee), and, at the respective times they were filed, and none of the Company SEC Documents as of the 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. Complete and accurate copies of the unaudited consolidated balance sheet, consolidated statements of operations, consolidated statements of stockholders' equity and consolidated statements of cash flows (together with any supplementary information thereto) of the Company, all as of and for the nine-month period ended October 28, 2000 (the "Company Interim Financial Information") have been provided to Gart. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents complied as to form and the Company Interim Financial Information (collectively, the "Company Financials") fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of and for the respective dates thereof, and the published rules and regulations of the SEC with respect thereto as consolidated results of their operations and their consolidated cash flows for the respective dates of filing, were prepared in accordance with generally accepted accounting principles periods then ended (exceptsubject, in the case of the unaudited statementsCompany Interim Financial Information, as permitted by Regulation Sto normal year-X of the SECend audit adjustments and to any other adjustments described therein) applied on a consistent basis in conformity with GAAP during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principlesSince January 29, 2000, the Corporation Company has not, since December 31, 1996, not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all except as may be required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingby GAAP.

SEC Documents and Other Reports. The Corporation Company has filed all required documents, reports and schedules with the SEC Documents since January 1December 31, 19961996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as set forth in Schedule 3.5, the consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, except as may be indicated therein or in the case of the unaudited statements, as permitted by Regulation S-X of the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principlesSchedule 3.5, the Corporation Company has not, since December July 31, 19961997, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.3.6

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1, 19961996 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation (a) Each of the Company and its Subsidiaries has timely filed with or furnished to the SEC all documents required to be filed or furnished by it since December 31, 2001 under the Securities Act or the Exchange Act (as such documents have been amended or supplemented prior to the date hereof, the “Company SEC Documents since January 1, 1996Documents”). As of their respective filing or furnishing dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed or furnished, and at the respective times they were filedtime filed with the SEC, none of the Company SEC Documents so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents complied as to form 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Buyer has filed all required ------------------------------- documents with the Securities and Exchange Commission (the "SEC") since July 31, 2000 (the "Buyer SEC Documents since January 1, 1996Documents"). As of their respective dates, the Buyer SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Securities Exchange Act of 1934, as amended, as the case may be, and, at the respective times they were filed, none of the Buyer SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer is eligible to use Form S-3 for the registration of its securities under the Securities Act. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Buyer included in the Buyer 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q or the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in accordance with GAAP the consolidated financial position of the Corporation Buyer and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinadjustments). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Acquiror has filed with the SEC all documents (the “Acquiror SEC Documents”) required SEC Documents to be filed by it since January 1, 19962001 under the Securities Act or the Exchange Act. As of their respective datesfiling dates (or, if amended or superceded by a filing prior to the date hereof, as of the date of such filing), the Acquiror SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date so filed and applicable lawthereto, and, and at the respective times they were filedtime filed with the SEC, none of the Acquiror SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Acquiror included in the Acquiror SEC Documents complied Documents: (i) comply as to form as of their respective dates of filing in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were (ii) have been prepared in accordance with generally accepted accounting principles U.S. GAAP (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) fairly presented present, in all material respects, the consolidated financial position of the Corporation Acquiror and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and or, as the case may be, the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. (a) The Corporation Company has filed with the SEC all forms, reports, statements, schedules and other documents required to be filed by it since December 31, 2005 under the Securities Act or the Exchange Act (the “Company SEC Documents since January 1, 1996Documents”). As of their respective datesfiling dates (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed, and at the time filed with the SEC (or, if amended prior to the date of this Agreement, as of the respective times they were filedfiling date of such amendment), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents (if amended prior to the date of this Agreement, as amended) (the “Company Financial Statements”) complied as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Except as set forth in item 2.6 of the Parent Letter, Parent has timely filed all required documents with the SEC Documents since January 1, 19961996 (the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filing, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by United States generally accepted accounting principles, the Corporation Parent has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Corvis has timely filed with the SEC all documents required SEC Documents to be filed by it since January 1, 19962002 under the Securities Act or the Exchange Act, (collectively, the "Corvis SEC Documents"). As Except as provided in Item 5.6 of Corvis Letter, as of their respective filing dates, the Corvis SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed, and at the respective times they were filedtime filed with the SEC (or if amended or superceded by a filing prior to the date hereof, then on the date of such filing), none of the Corvis SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated Except as provided in Item 5.6 of the Corvis Letter, the financial statements (including, in each case, any notes thereto) of the Corporation Corvis included in the Corvis SEC Documents complied as to form 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Corporation Corvis and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1December 31, 19961996 (the "COMPANY SEC DOCUMENTS"). As Except as set forth in Section 3.5 of the Company Letter, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as to the extent permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in Section 3.5 of the Company Letter or in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has filed all ------------------------------- required documents (including proxy statements) with the SEC Documents since January 1, 19961995 (the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation Parent has not, since December 31, 19961997, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Nexell has filed all ------------------------------- required documents (including proxy statements) with the SEC Documents since January 1, 19962000 (the "Nexell SEC Documents"). As of their respective dates, the Nexell SEC -------------------- Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Nexell SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Nexell included in the Nexell 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation and its consolidated subsidiaries Nexell as of at the respective dates thereof and the consolidated results of their its operations and their its consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Nexell SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation Nexell has not, since December March 31, 19962001, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior Since March 31, 2001, there has been no change that is or could reasonably be expected (as far as can be foreseen at the time) to be materially adverse to the Closing Datebusiness, operations, properties, results of operations, or condition (financial or otherwise), with all such matters being considered in the Corporation will file all required documents with the SECaggregate, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact Toolbox Products Distribution Business or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingPurchased Assets.

SEC Documents and Other Reports. The Corporation Company has filed ------------------------------- as of the date hereof all documents required to be filed with the SEC Documents since January 1pursuant to the Exchange Act for reporting periods up to and including the end of the third quarter of 1999 (the "Company SEC Documents"). Except as set forth in --------------------- Section 3.5 of the Company Letter, 1996. As as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as to the extent permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31September 30, 19961999, made any material change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has timely filed all required documents with the SEC Documents since January 1December 31, 19961999 (including, without limitation, financial statements, exhibits and schedules included or incorporated by reference therein and all other documents incorporated by reference therein, the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein that, in either case, have not been and will not be material in amount). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation Parent has not, since between December 31, 19961999 and the date hereof, made any material change in the accounting practices or policies applied in the preparation of their any of such financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has timely filed with the SEC all documents required to be filed by it since December 31, 2001 under the Securities Act or Exchange Act (the “Company SEC Documents since January 1, 1996Documents”). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the Amendment Date, the Company SEC Documents complied in all material respects Table of Contents with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the Amendment Date or as required by generally accepted accounting principlesGAAP, the Corporation Company has not, since between December 31, 19962003 and the Amendment Date, made or adopted any change in the its accounting methods, practices or policies applied in the preparation of their financial statements. Prior to the Closing Dateeffect on December 31, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading2003.

SEC Documents and Other Reports. The Corporation Buyer has filed all documents required to be filed by it and its Subsidiaries with the SEC Documents since January 1September 28, 19962000 (the "Buyer SEC Documents"). As of their respective dates, or if amended as of the date of the last such amendment, the Buyer SEC Documents complied, and all documents required to be filed by Buyer with the SEC Documents complied after the date hereof and prior to the Effective Time ("Subsequent Buyer SEC Documents") will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable law, and, at the respective times they were filed, none of 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 to make the statements therein, in light of the circumstances under which they were made, not misleadingrules and regulations promulgated thereunder. The consolidated financial statements (including, in each case, any notes theretoincluding related notes) of the Corporation Buyer included in the Buyer SEC Documents complied as to form fairly present in all material respects with applicable accounting requirements respects, and the published rules consolidated financial statements (including related notes) of Buyer included in the Subsequent Buyer SEC Documents will fairly present in all material respects, the consolidated financial position of Buyer and regulations of its consolidated Subsidiaries, as at the SEC with respect thereto as respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective dates of filing, were prepared in accordance with generally accepted accounting principles periods then ended (exceptsubject, in the case of the unaudited statements, as permitted by Regulation Sto normal year-X end audit adjustments and to any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder) in conformity with GAAP (except in the case of the SECunaudited statements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principlesSince September 28, the Corporation 2002, Buyer has not, since December 31, 1996, not made any change in the accounting practices or policies applied in the preparation of their its financial statements, except as may be required by GAAP or disclosed in the Buyer SEC Documents. Prior Except for such matters that would not have a Buyer Material Adverse Effect, (i) the receivables of Buyer, as reflected on the latest financial statements included in the Buyer SEC Documents or created subsequent to the Closing Datedate of such financial statements were created in the ordinary course of Buyer's business, (ii) to the Corporation knowledge of Buyer and subject to any reserves established therefor in such financial statements, will file all required documents be collected in accordance with the SECtheir terms and at their recorded amounts, which documents will comply in all material respects accordance with the requirements of the applicable lawBuyer's prior practices, and will not contain an untrue statement (iii) between the date of a material fact such financial statements and the date hereof, to the knowledge of Buyer, neither Buyer nor any of its Affiliates has (a) permitted or omit agreed to state a material fact required any extension in the time for payment of receivables relating to be stated therein its business other than in the ordinary course of business and consistent with past practice or necessary (b) changed its policies or practices with respect to make the statements therein, extension of credit to customers of Buyer other than in light the ordinary course of the circumstances under which they were made, not misleadingbusiness and consistent with past practice.

SEC Documents and Other Reports. The Corporation Company has filed all required forms, reports and documents (including proxy statements) with the SEC Documents since January 1, 19961998 (all forms, reports, and documents filed by the Company with the SEC, the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filedfiled (or, in the case of any Company SEC Document that has been amended or superseded, as of the date of such amending or superseding filing), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described therein). , except as disclosed in Company SEC Documents filed prior to the date hereof or in the Draft Form 10- Q. Except as disclosed in the Company SEC Documents or in the Draft Form 10-Q or as required by generally accepted accounting principlesGAAP or, with respect to changes after the date of this Agreement, as expressly permitted by clause (xi) of Section 5.1, the Corporation Company has not, since December 31January 1, 19961998, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has filed all documents required to be filed by it and its Subsidiaries with the SEC Documents since January 1, 19961996 (the "Parent SEC Documents"). As of their respective dates, or if amended as of the date of the last such amendment, the Parent SEC Documents complied, and all documents required to be filed by Parent with the SEC Documents complied after the date hereof and prior to the Effective Time ("Subsequent Parent SEC Documents") will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable law, and, at the respective times they were filed, rules and regulations promulgated thereunder and none of the Parent SEC Documents contained when filed, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. The Except as disclosed in Section 4.9 of the Parent Disclosure Schedule, the consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent SEC Documents complied when filed fairly present, and included in the Subsequent Parent SEC Documents will fairly present, the consolidated financial position of Parent and its consolidated Subsidiaries, as to form in all material respects with applicable accounting requirements at the respective dates thereof and the published rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods then ended (subject, in the case of the SEC unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) in conformity with respect thereto as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, statements as permitted by Regulation SForm 10-X 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 presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in Section 4.9 of the SEC Documents or as required by generally accepted accounting principles, the Corporation has notParent Disclosure Schedule, since December 3127, 19961997, Parent has not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all except as may be required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingby GAAP.

SEC Documents and Other Reports. The Corporation Company has filed on a timely basis all documents required to be filed prior to the Original Execution Date by it with the Securities and Exchange Commission (the "SEC") since January 30, 1994 (the "Company SEC Documents"). Complete and correct copies of the Company SEC Documents since January 1, 1996have been made available to Holdings. As of their respective dates, or if amended as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable law, and, at the respective times they were filed, rules and regulations promulgated thereunder and none of the Company SEC Documents as of the 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. Complete and accurate copies of the unaudited consolidated balance sheet, consolidated statements of income, retained earnings and cash flows (together with any supplementary information thereto) of the Company, all as of and for the four week period ended August 31, 1997 (the "Interim Financial Information") have been provided to Holdings. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents complied as to form and the Interim Financial Information fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of and for the respective dates thereof and the published rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods then ended (subject, in the case of the SEC unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) in conformity with respect thereto as of their respective dates of filing, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principlesSince February 2, 1997, the Corporation Company has not, since December 31, 1996, not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all except as may be required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingby GAAP.

SEC Documents and Other Reports. The Corporation Company has filed all required documents (including proxy statements) with the SEC Documents since January 1June 29, 19961997 (as such documents have been amended since the time of their filing and prior to the date hereof, the "Company SEC Documents"). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filedfiled or, if amended, as of the date of the last such amendment, none of the Company SEC Documents Documents, including the financial statements of the Company and the notes thereto, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles United States GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein none of which were or will be material in amount or effect). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation Company has not, since December 31June 29, 19961997, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.Section 3.7

SEC Documents and Other Reports. The Corporation Company has filed all required forms, reports and documents (including proxy statements) with the SEC Documents since January 1, 19961998 (all forms, reports, and documents filed by the Company with the SEC, the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filedfiled (or, in the case of any Company SEC Document that has been amended or superseded, as of the date of such amending or superseding filing), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnotes and to normal year-end audit adjustments and to any other adjustments described therein). , except as disclosed in Company SEC Documents filed prior to the date hereof or in the Draft Form 10-Q. Except as disclosed in the Company SEC Documents or in the Draft Form 10-Q or as required by generally accepted accounting principlesGAAP or, with respect to changes after the date of this Agreement, as expressly permitted by clause (xi) of Section 5.1, the Corporation Company has not, since December 31January 1, 19961998, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has timely filed all required documents with the U.S. Securities and Exchange Commission (the "SEC") since December 31, 2000 ("Parent SEC Documents since January 1, 1996Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act") or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-year end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation Parent has not, since between December 31, 19962000 and the date hereof, made any material change in the accounting practices or policies applied in the preparation of their such financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Each of Parent and its Subsidiaries has filed all documents required to be filed prior to the date hereof by it and its Subsidiaries with the SEC Documents since January 1February 8, 19962000 (the "PARENT SEC DOCUMENTS"). As of their respective dates, or if amended as of the date of the last such amendment, the Parent SEC Documents complied, and all documents required to be filed by Parent with the SEC Documents complied after the date hereof and prior to the Effective Time ("SUBSEQUENT PARENT SEC DOCUMENTS") will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable law, and, at the respective times they were filed, rules and regulations promulgated thereunder and none of the Parent SEC Documents contained contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. The consolidated financial statements (including, in each case, any notes theretoincluding related notes) of the Corporation Parent included in the Parent SEC Documents complied as to form fairly present in all material respects with applicable accounting requirements respects, and the published rules consolidated financial statements (including related notes) of Parent included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and regulations of its consolidated Subsidiaries, as at the SEC with respect thereto as respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective dates of filing, were prepared in accordance with generally accepted accounting principles periods then ended (exceptsubject, in the case of the unaudited statements, as permitted by Regulation Sto normal year-X end audit adjustments and to any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder) in conformity with GAAP (except in the case of the SECunaudited statements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principlesSince September 30, the Corporation 2000, Parent has not, since December 31, 1996, not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all except as may be required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingby GAAP.

SEC Documents and Other Reports. The Corporation Acquiror has filed all docu- ments required to be filed by it with the SEC Documents since January 1, 19961995 (the "Acquiror SEC Documents"). As of their respective dates, the Acquiror SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, at the respective times they were filed, and none of the Acquiror SEC Documents contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Acquiror included in the Acquiror SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X Q of the SEC) consistently applied on a consistent basis during throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present the consolidated financial position position, results of the Corporation operations and cash flows of Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows or for the periods then ended (indicated therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed (which are not, individually or in the SEC Documents or as required by generally accepted accounting principlesaggregate, material to Acquiror) and the Corporation has not, since absence of footnote disclosure. Since December 31, 19961994, Acquiror has not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has timely filed with the SEC all documents required to be filed by it since December 28, 2001 under the Securities Act or the Exchange Act (the "Parent SEC Documents since January 1, 1996Documents"). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the Amendment Date, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents filed with the SEC prior to the Amendment Date or as required by generally accepted accounting principlesGAAP, the Corporation Parent has not, since December 31between January 2, 19962004 and the Amendment Date, made or adopted any material change in the its accounting methods, practices or policies applied in the preparation of their financial statements. Prior to the Closing Dateeffect on January 2, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading2004.

SEC Documents and Other Reports. The Corporation Company has filed ------------------------------- all required documents (including proxy statements) with the SEC Documents since January 1March 14, 19961997 (the "Company SEC Documents"). As of their respective dates, the Company --------------------- SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, -------------- as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31March 14, 19961997, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation PPR has filed all required forms, reports, documents, statements (including proxy statements) and exhibits with the SEC Documents that were required to be filed pursuant to the Exchange Act or other federal securities laws since January July 1, 19961996 (the "PPR SEC Documents"). As of their respective dates, the PPR SEC Documents complied in all material respects with the then applicable requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the PPR SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation PPR included in the PPR 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented in all material respects the consolidated financial position of the Corporation PPR and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinadjustments). Except as disclosed in the PPR SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation PPR has not, since December 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation SMI has timely filed with the Securities and Exchange Commission all documents required SEC Documents to be filed by it since January 1, 19962001 under the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”, and together with the Securities Act, the “SMI SEC Documents”). As of their respective filing dates, the SMI SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the SMI SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated To the Knowledge of Buyers, the financial statements (including, in each case, any notes thereto) of the Corporation SMI included in the SMI SEC Documents complied as to form 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles US GAAP (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Corporation SMI and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except Sellers acknowledge that they are voluntarily accepting the SMI Stock as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements part of the applicable law, Purchase Price and will not contain an untrue statement of a material fact without any reliance on any representations (whether by Buyers or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light any Affiliate of the circumstances under Buyers, none of which they were has been made), about SMI or the value of the SMI Stock ,as may be contained in this Section 8.6 . The foregoing sentence shall not misleadingreduce or eliminate any indemnification obligations which may be applicable with respect to any other Section in this Article VIII.

SEC Documents and Other Reports. The Corporation Buyer has filed all required documents with the SEC Documents since January 1December 31, 19962000 (the "Buyer SEC Documents"). As of their respective dates, the Buyer SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended or the Securities Exchange Act of 1934, as amended, as the case may be, and, at the respective times they were filed, none of the Buyer SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Buyer included in the Buyer 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Buyer and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Buyer SEC Documents or as required by generally accepted accounting principles, the Corporation Buyer has not, since December 31, 19962001, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Except as would not have a Material Adverse Effect on York, York has filed all required documents with the SEC Documents since January 1, 19961998 (the "YORK SEC DOCUMENTS"). As of their respective dates, the York SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT"), as the case may be, and, at the respective times they were filed, none of the York SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as would not have a Material Adverse Effect on York, the consolidated financial statements (including, in each case, any notes thereto) of the Corporation York included in the York 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented in all material respects the consolidated financial position of the Corporation York and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the York SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation York has not, since December 311, 19962000, made any material change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation has Parent Companies have filed all required documents with the SEC Documents since January 1, 19961997 (the "Parent SEC Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated (or combined consolidated) financial statements (including, in each case, any notes thereto) of the Corporation Parent Companies included in the Parent 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented in all material respects the consolidated (or combined consolidated) financial position of the Corporation Trust and its Parent and their consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated (or combined consolidated) results of their operations and their consolidated (or combined consolidated) cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation has Parent Companies have not, since December 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has timely filed with the SEC all documents required to be filed by it since December 28, 2001 under the Securities Act or the Exchange Act (the “Parent SEC Documents since January 1, 1996Documents”). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the date hereof, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents filed with the SEC prior to the date hereof or as required by generally accepted accounting principlesGAAP, the Corporation Parent has not, since December 31between January 2, 19962004 and the date hereof, made or adopted any material change in the its accounting methods, practices or policies applied in the preparation of their financial statements. Prior to the Closing Dateeffect on January 2, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading2004.

SEC Documents and Other Reports. The Corporation has Parent has, since December 31, 1996, filed all documents and reports which it is required to file with the SEC, including, without limitation, an Annual Report on Form 10-K for each of the fiscal years ended December 31, 1996 and December 31, 1997, and a Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (the "Parent SEC Documents since January 1, 1996Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filedfiled (and as amended through the date hereof), none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinwhich would not in the aggregate be material in amount or effect). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.10

SEC Documents and Other Reports. The Corporation Company has filed all required documents (including proxy statements) with the SEC Documents since January 1March 14, 19961997 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31March 14, 19961997, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation PPR has filed all required ------------------------------- forms, reports, documents, statements (including proxy statements) and exhibits with the SEC Documents that were required to be filed pursuant to the Exchange Act or other federal securities laws since January July 1, 19961996 (the "PPR SEC Documents"). As of their respective dates, the PPR SEC Documents complied in all material respects with the then applicable requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the PPR SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation PPR included in the PPR 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented in all material respects the consolidated financial position of the Corporation PPR and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnote disclosure and any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinadjustments). Except as disclosed in the PPR SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation PPR has not, since December 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed ------------------------------- all required documents (including proxy statements) with the SEC Documents since January 1April 30, 19961994 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31April 30, 19961994, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Trust has filed all required documents with the SEC Documents since January 1, 19961996 (such documents together with the Starwood 21 Disclosure being 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 applicable law, and, at the respective times they were filed, none of 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Trust 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation Trust and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation Trust has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation Trust will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation (a) Buyer has timely filed with or furnished to the SEC all documents required SEC Documents to be filed or furnished by it since January 1December 31, 19962001 under the Securities Act or the Exchange Act. As of their respective filing or furnishing dates, the Buyer Filed SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed or furnished, and at the respective times they were filedtime filed with the SEC, none of the Buyer Filed SEC Documents so filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Buyer included in the Buyer Filed SEC Documents complied as to form 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Corporation Buyer and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed therein that were not or are not expected to be, individually or in the SEC Documents or as required by generally accepted accounting principlesaggregate, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior materially adverse to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingBuyer).

SEC Documents and Other Reports. The Corporation Company has filed all required documents (including proxy statements) with the SEC Documents since January 1June 29, 19961997 (as such documents have been amended since the time of their filing and prior to the date hereof, the "Company SEC Documents"). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filedfiled or, if amended, as of the date of the last such amendment, none of the Company SEC Documents Documents, including the financial statements of the Company and the notes thereto, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles United States GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein none of which were or will be material in amount or effect). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation Company has not, since December 31June 29, 19961997, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Except as would not have a Material Adverse Effect on York, York has filed all required documents with the SEC Documents since January 1, 19961998 (the "York SEC Documents"). As of their respective dates, the York SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), as the case may be, and, at the respective times they were filed, none of the York SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as would not have a Material Adverse Effect on York, the consolidated financial statements (including, in each case, any notes thereto) of the Corporation York included in the York 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented in all material respects the consolidated financial position of the Corporation York and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the York SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation York has not, since December 311, 19962000, made any material change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation has Parent has, since December 31, 1996, filed all documents and reports which it is required to file with the SEC, including, without limitation, an Annual Report on Form 10-K for each of the fiscal years ended December 31, 1996 and December 31, 1997, and a Quarterly Report on Form 10-Q for the quarter ended September 30, 1998 (the "Parent SEC Documents since January 1, 1996Documents"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filedfiled (and as amended through the date hereof), none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any other adjustments described therein and normal year-end audit adjustments and to any other adjustments described thereinwhich would not in the aggregate be material in amount or effect). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation Parent has not, since December 31January 1, 19961998, made any change in the accounting practices principles, practices, methods or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has filed all required documents with the SEC Documents since January 1, 19961996 (the "PARENT SEC DOCUMENTS"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation Parent has not, since December 31June 30, 19962001, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. (a) The Corporation Company has filed with the SEC all documents required to be filed by it since December 31, 2005 under the Securities Act or the Exchange Act (the “Company SEC Documents since January 1, 1996Documents”). As of their respective datesfiling dates (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), the Company SEC Documents complied in all material respects with the requirements of the applicable lawNYSE, andthe Securities Act or the Exchange Act, as the case may be, each as in effect on the date so filed, and at the time filed with the SEC (or, if amended prior to the date of this Agreement, as of the respective times they were filedfiling date of such amendment), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents (if amended prior to the date of this Agreement, as amended) complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC and the NYSE with respect thereto as of their respective dates of filingthereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Trust has filed all required documents with the SEC Documents since January 1, 19961996 (such documents together with the Starwood Disclosure being 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 applicable law, and, at the respective times they were filed, none of 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Trust 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation Trust and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation Trust has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.,

SEC Documents and Other Reports. The Corporation Parent has filed all required documents with the SEC Documents since January 1, 19961995 (the "PARENT SEC DOCUMENTS"). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation Parent has not, since December March 31, 19961999, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed all ------------------------------- required documents with the SEC Documents since January 1December 31, 19961995 (the "Company SEC ----------- Documents"), except as disclosed in Section 3.5 of the Company Letter. As of --------- their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as to the extent permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31, 19961995, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed with the SEC all documents required by the Exchange Act to be filed by the Company since September 25, 1996 (the "Company SEC Documents since January 1, 1996Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except, to the extent that any Company SEC Documents were subsequently amended or modified by a filing prior to the date of this Agreement, such representation is given only with respect to such Company SEC Document as so amended or modified as of the date of such amendment or modification). The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented present in all material respects in accordance with GAAP the consolidated financial position of the Corporation and its consolidated subsidiaries Company as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation Company has not, since December 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements The books and records of the applicable lawCompany have been, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements thereinare being, maintained in light of the circumstances under which they were made, not misleadingaccordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1, 19961997 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents Documents, when taken together with any amendment thereto filed prior to the date hereof, complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31, 19961998, made any material change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has filed all ------------------------------- required documents with the SEC Documents since January 1, 19961995 (the "Parent SEC ---------- Documents"). As of their respective dates, the Parent SEC Documents complied in --------- all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as set forth in Section 2.5 of the Parent Letter, disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, the Corporation Parent has not, since December 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1, 19961999 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents Documents, when taken together with any amendment thereto filed prior to the date hereof, complied in all material respects with the -15- requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except as set forth in subsequent Company SEC Documents filed prior to the date hereof, in this Agreement or in Section 3.5 of the Company Letter. The combined consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filing, were prepared in accordance with accounting principles generally accepted accounting principles in the United States ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), except as set forth in subsequent Company SEC Documents filed prior to the date hereof, in this Agreement or in Section 3.5 of the Company Letter. Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principlesDocuments, the Corporation Company has not, since December 31, 19962001, made any material change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has filed all required documents with the SEC Documents since between January 1, 19962000 and the date hereof (the "Parent SEC Documents"). As of their respective datesdates or, if amended, as of the date of the last amendment, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act") or the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, to "Exchange Act"), as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation Parent has not, since December 31, 19961999, made any material change in the accounting practices or policies applied in the preparation of their financial statements. Prior to statements included in the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingParent SEC Documents.

SEC Documents and Other Reports. The Corporation Parent has timely filed with the SEC all documents required to be filed by it since December 28, 2001 under the Securities Act or the Exchange Act (the "Parent SEC Documents since January 1, 1996Documents"). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the date hereof, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents filed with the SEC prior to the date hereof or as required by generally accepted accounting principlesGAAP, the Corporation Parent has not, since December 31between January 2, 19962004 and the date hereof, made or adopted any material change in the its accounting methods, practices or policies applied in the preparation of their financial statements. Prior to the Closing Dateeffect on January 2, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading2004.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1December 31, 19961995 (the "Company SEC Documents"), except as disclosed in Section 3.5 of the Company Letter. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as to the extent permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31, 19961995, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation has Company has, since December 28, 1996, filed all documents and reports which it is required to file with the SEC Documents since January 1including, 1996without limitation, an Annual Report on Form 10-K for the fiscal years ended December 28, 1996 and December 27, 1997 and a Quarterly Report on Form 10-Q for the quarter ended September 26, 1998 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filedfiled (and as amended through the date hereof), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any adjustments described therein and to adjustments for inventories, receivables and other normal year-end audit adjustments and to any other adjustments described thereinconsistent with past practices). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 3127, 19961997, made any change in the accounting practices principles, practices, methods or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation has Company has, since December 28, 1996, filed all documents and reports which it is required to file with the SEC Documents since January 1including, 1996without limitation, an Annual Report on Form 10-K for the fiscal years ended December 28, 1996 and December 27, 1997 and a Quarterly Report on Form 10-Q for the quarter ended September 26, 1998 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filedfiled (and as amended through the date hereof), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to any adjustments described therein and to adjustments for inventories, receivables and other normal year-end audit adjustments and to any other adjustments described thereinconsistent with past practices). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 3127, 19961997, made any change in the accounting practices principles, practices, methods or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.SECTION 3.6

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1, 19961996 (the "Company SEC Documents"). As Except as set forth in Section 3.5 of the Company Letter, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as set forth in Section 3.5 of the Company Letter, the consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) ), are in accordance with the books and records of the Company and fairly presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December 31, 19961998, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior Except as and to the Closing Dateextent set forth in Section 3.5 of the Company Letter or in the Company Annual Report, neither the Corporation will file Company nor any of its Subsidiaries had as of December 31, 1998 any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on the consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) included in the Financial Statements that are not so reflected. The Company has delivered to Parent the following statutory financial statements of Life USA Insurance Company (the "Insurance Subsidiary") which have been filed with insurance regulators (the "Statutory Statements"): (a) the Statutory Quarterly Statement for the quarter ended March 31, 1999 for the Insurance Subsidiary as filed with state insurance regulatory authorities, and (b) the Annual Statutory Statements for the years ended December 31, 1998, 1997, 1996, 1995 and 1994 as filed with state insurance regulatory authorities. The Statutory Statements (i) fairly present the financial position of the Insurance Subsidiary and the results of its operations as of the dates thereof and periods then ended, (ii) were prepared in accordance with statutory accounting principles prescribed or permitted at the date of such financial statements by the insurance regulatory authority of its state of domicile, and (iii) all required documents investments in stocks and bonds shown thereon were carried at values determined in accordance with the SEC, which documents will comply in all material respects with the requirements National Association of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingInsurance Commissioners' guidelines.

SEC Documents and Other Reports. The Corporation Company has timely filed with the SEC all required reports, schedules, forms, statements and other documents required to be filed by it since December 31, 2001 through the date of this Agreement under the federal securities laws and the SEC Documents since January 1, 1996rules and regulations thereunder (the "COMPANY SEC DOCUMENTS"). As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company (including, in each case, any including the related notes thereto) of the Corporation included in the Company SEC Documents complied in form and substance as to form 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a basis consistent basis during the with prior periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present, in conformity with GAAP, in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries the Company Subsidiary as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed with the ------------------------------- SEC all required SEC Documents reports, schedules, forms, statements and other documents required to be filed by it since January April 1, 19961998 under the Securities Act or the Exchange Act (the "Company SEC Documents"). As of their respective filing --------------------- dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, andas the case may be, each as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents complied comply as to form 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 as of their respective dates of filingthereto, were have been prepared in accordance with generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Regulation SForm 10-X of Q under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein not material in amount). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Purchaser has filed all required SEC Documents documents with the Securities and Exchange Commission ("SEC") since January 1, 19962003 (the "Purchaser SEC Documents"). As of their the respective datesdates such documents were filed with the SEC (or, if amended or superceded by a filing prior to the date of this Agreement, then on the date of such filing), the Purchaser SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and, at the respective times they were filedfiled (or if amended or superceded by a filing prior to the date of this Agreement, then on the date of such filing), none of the Purchaser SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Purchaser included in the Purchaser SEC Documents Documents, with the exception of the audited financial statements of Callisto Research Labs, LLC (formerly Callisto Pharmaceuticals, Inc.) for the years ended December 31, 2001 and 2002, included in the Current Report on Form 8-K, filed by the Purchaser on May 15, 2003, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Purchaser and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein which will not, individually or in the aggregate, be material in amount). Except as disclosed in the Purchaser SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation Purchaser has not, since December 31September 30, 19962003, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1May 7, 19961999 (the "Company SEC Reports"). As of their respective dates, the Company SEC Documents Reports complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be (including, without limitation, those amendments to the federal securities laws effected by, and those regulations adopted in accordance with, the Xxxxxxxx-Xxxxx Act of 2002), and, at the respective times they were filed, none of the Company SEC Documents Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents Reports (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation S-X the rules and regulations 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 presented in accordance with GAAP the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents Reports or as required by generally accepted accounting principlesGAAP, the Corporation Company has not, since December 31September 30, 19962002, made any change in the accounting practices or policies applied in the preparation of their financial statementsthe Financial Statements. Prior to The books and records of the Closing DateCompany and its Subsidiaries have been, the Corporation will file all required documents with the SECand are being, which documents will comply maintained in all material respects in accordance with the requirements of the all applicable law, legal and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingaccounting requirements.

SEC Documents and Other Reports. The Corporation Parent has timely filed with the SEC all documents required to be filed by it since December 28, 2001 under the Securities Act or the Exchange Act (the “Parent SEC Documents since January 1, 1996Documents”). As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the Amendment Date, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents filed with the SEC prior to the Amendment Date or as required by generally accepted accounting principlesGAAP, the Corporation Parent has not, since December 31between January 2, 19962004 and the Amendment Date, made or adopted any material change in the its accounting methods, practices or policies applied in the preparation of their financial statements. Prior to the Closing Dateeffect on January 2, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading2004.

SEC Documents and Other Reports. The Corporation Parent has filed all required SEC Documents since documents with the Securities Exchange Commission ("SEC"), between January 1, 19962000 and the date hereof (the "Parent SEC Documents "). As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act") or the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), as the case may be, and, at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation Parent has not, since December 31January 1, 19962000, made any material change in the accounting practices or policies applied in the preparation of their financial statementsstatements included in the Parent SEC Documents. Prior Proxy Statement. None of the information to be supplied in writing by Parent or Sub expressly for inclusion or incorporation by reference in the proxy statement relating to the Closing DateStockholder Meeting (as hereinafter defined) (together with any amendments or supplements thereto, the Corporation "Proxy Statement") will file all required documents with at the SEC, which documents will comply in all material respects with the requirements time of the applicable lawmailing of the Proxy Statement and at the time of the Stockholder Meeting, and will not contain an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading.

SEC Documents and Other Reports. The Corporation Parent has filed all ------------------------------- required SEC Documents since documents with the Securities Exchange Commission ("SEC") between --- January 1, 19962001 and the date hereof (the "Parent SEC Documents"). As Except for -------------------- the late filing of the Company's Form 10-Q for the three months ended June 30, 2001, as of their respective datesdates or, if amended, as of the date of the last amendment, the Parent SEC Documents complied comply in all material respects with the requirements of the applicable lawSecurities Act of 1933 (the "Securities Act") or the -------------- Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and, ------------ at the respective times they were filed, none of the Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in ---- the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Parent and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation Parent has not, since December 31January 1, 19962001, made any material change in the accounting practices or policies applied in the preparation of their financial statements. Prior to statements included in the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingParent SEC Documents.

SEC Documents and Other Reports. The Corporation Trust has filed all required documents with the SEC Documents since January 1, 19961996 (such documents together with the Starwood Disclosure being 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 applicable law, and, at the respective times they were filed, none of 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Trust 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation Trust and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation Trust has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.their

SEC Documents and Other Reports. The Corporation Except as set forth in Section 4.5 of the Company Letter, the Company has timely filed all required documents (including proxy statements) with the SEC Documents since January 1July 31, 19961997 (the "Company SEC Documents"). As Except as set forth in Section 4.5 of the Company Letter, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principlesGAAP, the Corporation Company has not, since December July 31, 19961997, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation Company has filed all required documents with the SEC Documents since January 1March 31, 1996 (together with all other filings by the Company with the SEC since March 31, 1996, the "Company SEC Document"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since December March 31, 19961997, made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

SEC Documents and Other Reports. The Corporation has filed all required SEC Documents since January 1, 1996. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the applicable law, and, at the respective times they were filed, none of 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principles, the Corporation has not, since December 31, 1996, made any change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.or

SEC Documents and Other Reports. The Corporation Parent has filed all documents required to be filed prior to the date hereof by it and its Subsidiaries with the SEC Documents since January 1September 30, 19961995 (the "Parent SEC Documents"). As of their respective dates, or if amended as of the date of the last such amendment, the Parent SEC Documents complied, and all documents required to be filed by Parent with the SEC Documents complied after the date hereof and prior to the Effective Time ("Subsequent Parent SEC Documents") will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable law, and, at the respective times they were filed, rules and regulations promulgated thereunder and none of the Parent SEC Documents contained contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will omit, to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Parent included in the Parent SEC Documents complied fairly present, and included in the Subsequent Parent SEC Documents will fairly present, the consolidated financial position of Parent and its consolidated Subsidiaries, as to form in all material respects with applicable accounting requirements at the respective dates thereof and the published rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods then ended (subject, in the case of the SEC unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) in conformity with respect thereto as of their respective dates of filing, were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Regulation S-X 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 presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principlesSince September 30, the Corporation 1995, Parent has not, since December 31, 1996, not made any change in the accounting practices or policies applied in the preparation of their its financial statements. Prior to the Closing Date, the Corporation will file all except as may be required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingby GAAP.

SEC Documents and Other Reports. The Corporation Company has filed on a timely basis all documents required to be filed prior to the Original Execution Date by it with the Securities and Exchange Commission (the "SEC") since January 30, 1994 (the "Company SEC Documents"). Complete and correct copies of the Company SEC Documents since January 1, 1996have been made available to Holdings. As of their respective dates, or if amended as of the date of the last such amendment, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable law, and, at the respective times they were filed, rules and regulations promulgated thereunder and none of the Company SEC Documents as of the 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 to make the statements therein, in light of the circumstances under which they were made, not misleading. Complete and accurate copies of the unaudited consolidated balance sheet, consolidated statements of income, retained earnings and cash flows (together with any supplementary information thereto) of the Company, all as of and for the four week period ended August 31, 1997 (the "Interim Financial Information") have been provided to Holdings. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation Company included in the Company SEC Documents complied as to form and the Interim Financial Information fairly present, in all material respects with applicable accounting requirements respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of and for the respective dates thereof and the published rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods then ended (subject, in the case of the SEC unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) in conformity with respect thereto as of their respective dates of filing, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the SEC Documents or as required by generally accepted accounting principlesSince February 2, 1997, the Corporation Company has not, since December 31, 1996, not made any change in the accounting practices or policies applied in the preparation of their its financial statements, except as may be required by GAAP. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.Section 3.10

SEC Documents and Other Reports. The Corporation Company has timely filed all required documents with the SEC Documents since January 1December 31, 19962000 (the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the applicable lawSecurities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Corporation 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 as of their respective dates of filingthereto, were prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Regulation SForm 10-X 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 presented in all material respects the consolidated financial position of the Corporation Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-year end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Corporation Company has not, since between December 31, 19962000 and the date hereof, made any material change in the accounting practices or policies applied in the preparation of their financial statements. Prior to the Closing Date, the Corporation will file all required documents with the SEC, which documents will comply in all material respects with the requirements of the applicable law, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.