Common use of SEC Documents and Other Reports Clause in Contracts

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and 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). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with ------------------------------- the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required by the Exchange Act to be filed by it the Company since December 31September 25, 2004 under 1996 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing --------------------- dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects in accordance with GAAP the consolidated financial position of the 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). (b) The . Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SECnot, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 1998, made any change in the accounting practices or policies applied in the preparation of its financial statements. The books and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none records of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accruedhave been, absoluteand are being, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared maintained in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger other applicable legal and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Companyaccounting requirements. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto schedules and other documents required to be filed by it since December 31, 2004 2005 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective filing datesdates (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SECSEC (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 included in the Company SEC Documents (including if amended prior to the related notes and schedules theretodate 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, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the 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). (b) The Company is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act. Each of the principal executive officer of the Company and the principal financial officer of the Company has made available all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, as applicable, with respect to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one handCompany SEC Documents, and the Company statements contained in such certifications were true and any accurate as of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof they were made. For purposes of this Agreement, “principal executive officer” and will, promptly following “principal financial officer” have the receipt thereof, make available meanings given to such terms in the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC commentSxxxxxxx-Xxxxx Act. (c) Neither the Company nor any The Company’s system of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required internal control over financial reporting is sufficient in all material respects to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except provide reasonable assurance (i) that transactions are recorded as reflected, reserved for or disclosed necessary to permit preparation of financial statements in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes theretoconformity with GAAP, (ii) as incurred since September 30, 2006 that receipts and expenditures are executed only in accordance with the ordinary course authorization of business consistent with past practice, management and (iii) as incurred regarding prevention or to be incurred by timely detection of the Company unauthorized acquisition, use or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on disposition of the Company’s assets that could materially affect the Company’s financial statements. (d) The Company has (i) implemented and maintains Company’s “disclosure controls and procedures procedures” (as defined in Rule Rules 13a-15(e) of and 15d-15(e) under the Exchange Act) are designed to ensure that (i) material information relating (both financial and non-financial) required to be disclosed by the CompanyCompany in the reports that it files or submits under the Exchange Act is recorded, including processed, summarized and reported within the consolidated Subsidiaries time periods specified in the rules and forms of the Company, is made known to the management of the Company, SEC and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, all such information is accumulated and communicated to the Company’s outside auditors management as appropriate to allow timely decisions regarding disclosure and to make the audit committee certifications of the Board (A) all significant deficiencies principal executive officer and material weaknesses in the design or operation of internal control over principal financial reporting (as defined in Rule 13a-15(f) officer of the Company required under the Exchange Act) which are reasonably likely Act with respect to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingsuch reports. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company Citius has timely filed with the SEC Securities and Exchange Commission ("SEC") all reports, schedules, forms, reports, statements, schedulesprospectuses, certifications, exhibits thereto registration statements and other documents, as such documents may be amended or supplemented, required to be filed with or furnished to the SEC by it since December 31January 1, 2004 under the Securities Act or the Exchange Act 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the “Company "Citius SEC Documents”"). As of their respective filing dates, or, if amended, as of the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by date of the Company with the SEC under the Securities Act or the Exchange Act between last amendment prior to the date of this Agreement and Agreement, the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, Citius SEC Documents complied in all material respects with the requirements of applicable laws and, at the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so respective times they were filed. At the time filed with the SEC, none of the Company Citius SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 to the extent set forth in the preceding sentence, Citius makes no representation or warranty whatsoever concerning any Citius SEC Document as of any time other than the date or period with respect to which it was filed for any filing prior to September 2014. The consolidated financial statements (including, in each case, any notes thereto) of the Company Citius included in the Company Citius SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Citius 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 that are neither individually nor in the aggregate material in amount). Except as disclosed in the Citius SEC Documents filed with the SEC prior to the date of this Agreement or as required by GAAP, Citius has not made or adopted any material change in its accounting methods, practices or policies. (b) The Company Except as disclosed in the Citius SEC Documents, each of the principal executive officer and the principal financial officer of Citius has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx- Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the "Xxxxxxxx-Xxxxx Act") with respect to the Citius SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Citius is in compliance in all material respects with the applicable provisions of Xxxxxxxx-Xxxxx Act. (c) Citius has made available to the Buyer Parties correct LMB true and complete copies of all material written correspondence between comment letters from the SECstaff of the SEC relating to the Citius SEC Documents and all written responses of Citius thereto through the date of this Agreement. Except as disclosed in the Citius SEC Documents, on as of the one handdate of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Citius SEC Documents, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company Citius SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) review. Except as reflected, reserved for or disclosed in the consolidated balance sheet Citius SEC Documents, as of the Company and its consolidated Subsidiaries as date of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, to the Knowledge of Citius, there are no SEC inquiries or (iv) as would notinvestigations, other governmental inquiries or would investigations or internal investigations pending or threatened regarding Citius, including, but not reasonably be expected limited to, have a Material Adverse Effect on the Companyany accounting practices of Citius. (d) The Company Except as disclosed in the Citius SEC Documents, Citius has (i) implemented established and maintains disclosure a system of "internal controls and procedures over financial reporting" (as defined in Rule 13a-15(eRules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of Citius are being made only in accordance with authorizations of management and the Citius Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Citius that could have a material effect on the financial statements of Citius. (e) Except as disclosed in the Citius SEC Documents, the "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Citius are designed to ensure that material all information relating (both financial and non-financial) required to be disclosed by Citius in the Companyreports that it files or submits under the Exchange Act is recorded, including processed, summarized and reported within the consolidated Subsidiaries time periods specified in the rules and forms of the CompanySEC, and that all such information is made known accumulated and communicated to the management of Citius as appropriate to allow timely decisions regarding required disclosure and to make the Company, certifications of the chief executive officer and (ii) chief financial officer of Citius required under the Exchange Act with respect to such reports. Citius has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereofof this Agreement, to the Company’s outside its auditors and the audit committee of the Citius Board and in Section 3.4(e) of the Citius Disclosure Schedule (Ai) all any significant deficiencies and material weaknesses in the design or operation of internal control controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to that could adversely affect the Company’s in any material respect ability of Citius to record, process, summarize and report financial data information, and (Bii) any fraud fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s Citius' internal controls over financial reporting. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto certifications and other documents required to be filed by it since December 31, 2004 2005 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) compliedcomplied in all material respects, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing (other than the Proxy Statement and the Other Filings (which are addressed in Section 4.8)) will complycomply in all material respects (except, in each case subject the latter case, for any failure to the accuracy comply due to an inaccuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects Section 5.4) with the requirements of the Securities Act, the Exchange Act and the Exchange Sxxxxxxx-Xxxxx Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof (other than the Proxy Statement and the Other Filings) will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof (other than the Proxy Statement and the Other Filings) will omit, (except, in each the case subject of filings made on and after the date hereof, for any inaccuracy or omission due to the accuracy an inaccuracy of the representations and warranties set forth in Sections 5.4 and 6.4Section 5.4), 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 included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the 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, in the aggregate, are not material). No Subsidiary of the Company is, and other than the Subsidiaries listed on Item 4.6(a) of the Company Letter, no Subsidiary has been, required to file any form, report, statement, schedule, certification or other document with the SEC. (b) The Company has made available to Newco a complete and correct copy of any material amendments or modifications which are required to be filed with the Buyer Parties SEC, but have not yet been filed with the SEC, to (i) agreements which previously have been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act and (ii) the Company SEC Documents filed prior to the date hereof. The Company has made available to Newco correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 2005 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to the Buyer Parties Newco any such material correspondence sent or received after the date hereof. To As of the date hereof, the Company has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the Company SEC Documents. As of the date hereof, to the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto schedules and other documents required to be filed by it since December 31September 30, 2004 2005 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective filing datesdates (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SECSEC (or, if amended, or superseded by another Company SEC Document, prior to the date of this Agreement, as of the respective filing date of such amendment or Company SEC Document), none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 included in the Company SEC Documents (including if amended prior to the related notes and schedules theretodate 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, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and 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). (b) The Company is in compliance in all material respects with the provisions of the Xxxxxxxx-Xxxxx Act by which the Company is required to comply. Each of the principal executive officer of the Company and the principal financial officer of the Company has made available all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, as applicable, with respect to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one handCompany SEC Documents, and the Company statements contained in such certifications were true and any accurate as of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof they were made. For purposes of this Agreement, “principal executive officer” and will, promptly following “principal financial officer” have the receipt thereof, make available meanings given to such terms in the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC commentXxxxxxxx-Xxxxx Act. (c) Neither The Company maintains internal control over financial reporting as required by Rule 13a-15 under the Company nor any Exchange Act and this system of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required internal control over financial reporting is sufficient to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except provide reasonable assurance (i) that transactions are recorded as reflected, reserved for or disclosed necessary to permit preparation of financial statements in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes theretoconformity with GAAP, (ii) as incurred since September 30, 2006 that receipts and expenditures are executed only in accordance with the ordinary course authorization of business consistent with past practice, management and (iii) as incurred regarding prevention or to be incurred by timely detection of the Company unauthorized acquisition, use or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on disposition of the Company’s assets that could materially affect the Company’s financial statements. (d) The Company has maintains “disclosure controls and procedures” (ias defined in Rules 13a-15(e) implemented and maintains 15d-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and such disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) are designed to ensure that (i) material information relating (both financial and non-financial) required to be disclosed by the CompanyCompany in the reports that it files or submits under the Exchange Act is recorded, including processed, summarized and reported within the consolidated Subsidiaries time periods specified in the rules and forms of the Company, is made known to the management of the Company, SEC and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, all such information is accumulated and communicated to the Company’s outside auditors management as appropriate to allow timely decisions regarding disclosure and to make the audit committee certifications of the Board (A) all significant deficiencies principal executive officer and material weaknesses in the design or operation of internal control over principal financial reporting (as defined in Rule 13a-15(f) officer of the Company required under the Exchange Act) which are reasonably likely Act with respect to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingsuch reports. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed ------------------------------- all required documents (including proxy statements) with the SEC since November 9, 1999 and Ether Sub has filed all formsrequired documents (including proxy statements) with the SEC since February 14, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act or the Exchange Act 1996 (collectively, the “"Company SEC Documents”"). Ether Sub's obligations to file documents with the SEC terminated on June 7, 2001, and no Subsidiary of the Company is required to file any documents with the SEC. As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities 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, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company (or Ether Sub, as applicable) included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (or Ether Sub, as of applicable) as 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). (b) The Company has made available to the Buyer Parties correct and complete copies . Except as disclosed in Section 3.5 of all material written correspondence between the SEC, on the one hand, and the Company and any of its SubsidiariesLetter, on in the other hand, occurring since December 31, 2004 and Company SEC Documents filed with the SEC prior to the date hereof and willof this Agreement or as required by U.S. generally accepted accounting principles, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of neither the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company since November 9, 1999, nor Ether Sub, since February 14, 1996, has made any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed change in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 accounting practices or policies applied in the ordinary course preparation of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Companyits financial statements. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has timely filed all required documents with the SEC all formsSecurities and Exchange Commission (the “SEC”) since May 1, reports2003 (collectively, statements, schedules, certifications, together with any exhibits and schedules thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act or the Exchange Act (collectivelyinformation incorporated therein, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents Company SEC Documents filed by the Company with the SEC under the Securities Act or the Exchange Act between subsequent to the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Exchange Act, the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”), and the Exchange Sxxxxxxx-Xxxxx Act of 2002 (together with the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”), as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) containeddid, or, in and none of the case of documents Company SEC Documents filed on or after subsequent to the date hereof will containof this Agreement will, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contain any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. (b) Except as set forth in Section 3.5 of the Company Letter, the Company and, to the Knowledge of the Company, each of its executive officers and directors are in compliance with, and have complied, in all material respects with (i) the applicable provisions of the Sxxxxxxx-Xxxxx Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (c) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in alerting in a timely manner the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the Exchange Act. (d) The Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) (“internal controls”). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Since April 30, 2006, the Company has not disclosed to the Company’s auditors and audit committee, and the Company’s auditors and audit committee have not identified to the Company, any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (e) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the Sxxxxxxx-Xxxxx Act, taken any action prohibited by Section 402 of the Sxxxxxxx-Xxxxx Act. (f) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act and any related rules and regulations promulgated by the SEC and Nasdaq, and the statements contained in any such certifications are complete and correct in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sxxxxxxx-Xxxxx Act. (g) Neither the Company nor its Subsidiaries has engaged in any securitization transactions or other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated under the Securities Act) since May 1, 2003. (h) Since May 1, 2003, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor are there any proposed transactions as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act which have not been so disclosed. (i) The consolidated financial statements (including, in each case, any notes thereto) of the Company included or incorporated by reference in the Company SEC Documents (including the related notes and schedules thereto) complied comply as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, have been were prepared in accordance with GAAP (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company 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). (b. Except as set forth in Section 3.5(i) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review Letter or outstanding SEC comment. (c) Neither as required by GAAP, neither the Company nor any of the its Subsidiaries has any liability or obligation of any nature (whether accruedhas, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September between April 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by date of this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that made any material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses change in the design accounting practices or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role policies applied in the Company’s or any preparation of Subsidiary of the Company’s internal controls over financial reportingstatements. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it them since December 31August 15, 2004 2005 under the Securities Act or the Exchange Act (collectively, including any amendments thereto, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case case, subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, 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 to the extent such statements have been modified or superseded by later filings. None of the Company’s Subsidiaries or Related Entities is required, under the Exchange Act, to make periodic filings with the SEC. The consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) during the applied on a basis consistent with prior periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Company, its Subsidiaries and its consolidated Subsidiaries as of the dates thereof Related Entities and the consolidated results of their operations and their consolidated cash flows at the dates and for the periods then ended indicated (subject, in the case of unaudited interim financial statements, to normal and recurring year-end audit adjustments and to any other adjustments described thereinthe absence of certain footnote disclosures). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge None of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the its Subsidiaries or any Related Entity has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected), reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company Company, its Subsidiaries and its consolidated Subsidiaries the Related Entities as of September 30December 31, 2006, including the notes thereto, (ii) as incurred since September 30December 31, 2006 in the ordinary course of business consistent with past practice, or (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, individually or would not in the aggregate, reasonably be expected to, to have a Company Material Adverse Effect on Effect. Since December 31, 2004, none of the Company, its Subsidiaries or any Related Entity has been a party to any asset securitization transaction or “off-balance sheet arrangement” (as defined in Rule 303 of Regulation S-K promulgated under the Exchange Act). (dc) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, Company including the consolidated its Subsidiaries of the Companyand Related Entities, is made known to the management of the Company, Company and (ii) has disclosed, based on its most recent evaluation prior to the date hereofevaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s ’s, any of its Subsidiaries’ or any of Subsidiary of the Company’s Related Entities’ internal controls over financial reporting. (ed) The Company has not identified, based on its most recent evaluation, identified any material weaknesses in the design or operation of internal controls over financial reporting. Each SEC Document filed since August 15, 2005 was accompanied by the certification required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to and subject to the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and, at the time of filing or submission of each such certification, such certification was, to the Knowledge of the Company, true and accurate and complied with the Xxxxxxxx-Xxxxx Act. To the Knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due.

SEC Documents and Other Reports. (a) The Company has filed various reports, schedules, forms, statements and other documents (which are publicly available) with the SEC pursuant to applicable federal securities Laws from January 1, 1997 to the date of this Agreement (the "Company SEC Documents"), and the Company SEC Documents constitute all forms, reports, statements, schedules, certifications, exhibits thereto and other of the documents required to be have been filed by it since December 31, 2004 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”)pursuant to such Laws for such period. As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Effective Time (the "Subsequent Company SEC Documents") will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects respects, with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, and none of the Company SEC Documents (including any documents or information incorporated by reference therein) containedcontained when filed, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. Except to the extent information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (including when filed fairly presented, and those included in the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements Subsequent Company SEC Documents when filed will fairly present, and the published rules and regulations of Company's unaudited consolidated financial statements for the SEC with respect theretoeleven (11) month period ended November 30, have been prepared in accordance with GAAP 1998 (except the "Company Interim Balance Sheet Date") which are included in the case of Company Disclosure Schedule (the unaudited statements"Company Interim Financial Statements") fairly present, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the 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 respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, have been prepared in accordance conformity with GAAP except (except, in the case of unaudited statements, (i) as reflected, reserved for or disclosed in the consolidated balance sheet permitted by Form 10-Q of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the CompanySEC, and (ii) has disclosedwith respect to those for October and November 1998, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee as specified in Section 3.9 of the Board Company Disclosure Schedule) applied on a consistent basis during the periods involved (A) all significant deficiencies and material weaknesses except as may be indicated therein or in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of notes thereto). Since December 31, 1997, the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, made any material weaknesses change in the design accounting practices or operation policies applied in the preparation of internal controls over its financial reportingstatements, except as have been required by GAAP.

SEC Documents and Other Reports. (a) The Company Buyer has timely filed with or furnished to the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed or furnished by it since December 31, 2004 2001 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”)Act. As of their respective filing or furnishing dates, the Company Buyer Filed SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At filed or furnished, and at the time filed with the SEC, none of the Company Buyer Filed SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents so filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Buyer included in the Company Buyer Filed SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of at the 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 that were not or are not expected to be, individually or in the aggregate, materially adverse to Buyer). (b) The financial statements of each of the deconsolidated Subsidiaries of Buyer, if any, for each of the last three fiscal years fairly present in all material respects the financial position of such deconsolidated Subsidiary of Buyer as at the dates thereof and the results of their operations and their 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). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company Parent has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act or the Exchange Act (collectively, the “Company Parent SEC Documents”). As of their respective filing dates, or, if amended, as of the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by date of the Company with the SEC under the Securities Act or the Exchange Act between last amendment prior to the date of this Agreement and Agreement, the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, Parent SEC Documents complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company Parent SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company Parent included in the Company Parent SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except “GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company 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 filed with the SEC prior to the date of this Agreement or as required by GAAP, Parent has not made or adopted any material change in its accounting methods, practices or policies. (b) The Company Parent is in compliance in all material respects with the applicable provisions of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”). (c) Parent has made available to the Buyer Parties correct Company true and complete copies of all material written correspondence between comment letters from the SEC, on staff of the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior SEC relating to the date hereof Parent SEC Documents and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after all written responses of Parent thereto through the date hereofof this Agreement other than with respect to requests for confidential treatment. To the Knowledge As of the Companydate of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and none of the Company Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any review. As of the Subsidiaries has any liability or obligation date of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, there are no SEC inquiries or (iv) as would notinvestigations, other governmental inquiries or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Companyinvestigations or internal investigations pending or threatened regarding Parent, including the consolidated Subsidiaries but not limited to any accounting practices of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingParent. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed prior to the date hereof by it and its Subsidiaries with the SEC since December 31March 1, 2004 under 1996 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Effective Time (the "Subsequent Company SEC Documents") will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and the date so filed. At the time filed with the SEC, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents (including any documents or information incorporated by reference therein) containedcontained when filed, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 of the Company included in the Company SEC Documents (including when filed fairly presented, and included in the related notes Subsequent Company SEC Documents will fairly present, the consolidated financial position of the Company and schedules thereto) complied its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective dates periods then ended (subject, in all material respects with the then applicable accounting requirements and the published rules and regulations case of the SEC unaudited statements, to normal year-end audit adjustments) in conformity with respect theretoUnited States generally accepted accounting principles ("GAAP") (except, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of ). Since April 30, 1998, the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, has not made any change in the case accounting practices or policies applied in the preparation of unaudited its financial statements, except as may be required by GAAP. All restructuring charges and expenses taken by the Company since April 30, 1998, are properly chargeable to normal year-end audit adjustments the Company's current fiscal year and are not required by GAAP to be charged to any other adjustments described therein)accounting period. (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company Buyer has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto reports and other documents required to be filed by it since December 31January 1, 2004 2006 under the Securities Act or the Exchange Act (collectively, the “Company "Buyer SEC Documents”"). As of their respective filing dates, the Company Buyer SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company Buyer SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Buyer’s Subsidiaries are required to file any forms, reports and/or documents with the SEC. The consolidated financial statements of the Company Buyer included in the Company Buyer SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the condensed consolidated financial position of the Company Buyer and its consolidated Subsidiaries as of at the 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). (b) The Company has made available to , all of which are of a recurring nature and none of which individually or in the aggregate would have a material adverse effect on Buyer Parties correct or and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment). (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed prior to the date hereof by it since December 31, 2004 under and its Subsidiaries with the Securities Act or and Exchange Commission (the Exchange Act "SEC") since November 19, 1997 (collectively, the “"Company SEC Documents”"). As Except as set forth in Section 3.9 of the Company Disclosure Schedule, as of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Effective Time (the "Subsequent Company SEC Documents"; provided, however, that the Subsequent Company SEC Documents shall not include the Proxy Statement) will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and the date so filed. At the time filed with the SEC, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 related notes) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates fairly present in all material respects with the then applicable accounting requirements respects, and the published rules and regulations consolidated financial statements (including related notes) of the Company included in the Subsequent Company SEC with respect theretoDocuments will fairly present in all material respects, have been prepared in accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except subject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were not, and, as permitted by Form 10-Q under to the Subsequent Company SEC Documents, are not expected to be, material and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange ActAct and the rules and regulations promulgated thereunder) in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and 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). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since . Since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of1999, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, made any material weaknesses change in the design accounting practices or operation policies applied in the preparation of internal controls over its financial reportingstatements, except as may be required by GAAP.

SEC Documents and Other Reports. (a) The Company has and its Subsidiaries have filed to the date hereof all documents with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act or the and Exchange Act since January 1, 2000 (collectively, the “Company "SEC Documents”DOCUMENTS"). As of their respective filing datesdates or, the Company SEC Documents (including any documents or information incorporated by reference therein) compliedif amended, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between as of the date of this Agreement and the date of Closing will complylast amendment, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, SEC Documents complied in all material respects with the requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and 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). (b) The Company has made available Prior to the Buyer Parties correct and complete copies time of all material written correspondence between filing of the Company's Annual Report on Form 10-K for the year-ended December 31, 2002 (the "DECEMBER 31, 2002 10-K") with the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company had established and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains maintained disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating required to be disclosed by the Company in the December 31, 2002 10-K was recorded, processed, summarized and reported, within the time periods specified in the SEC's rules, regulations and forms and accumulated and communicated to the Company's management, including the consolidated Subsidiaries of the Company, is made known 's Chief Executive Officer and Chief Financial Officer to the management of the Company, allow timely decisions regarding required disclosure and (ii) has disclosed, based on its most recent evaluation the Company's Chief Executive Officer and Chief Financial Officer had (A) evaluated the effectiveness of the foregoing controls and procedures as of a date 90 days prior to the date hereoffiling of the December 31, 2002 10-K, (B) presented in the December 31, 2002 10-K their respective conclusions about the effectiveness of such disclosure controls and procedures and (C) disclosed to the Company’s outside 's independent auditors and the audit committee of the Board Company's board of managers (Ax) all significant deficiencies and material weaknesses in the design or operation of the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) controls which are reasonably likely to could adversely affect the Company’s 's ability to record, process, summarize and report financial data and identified for the Company's independent auditor any material weaknesses in internal controls; and (By) any fraud fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s 's internal controls over financial reportingcontrols. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed prior to the date hereof by it since December 31, 2004 under with the Securities Act or and Exchange Commission (the Exchange Act "SEC") since June 30, 1993 (collectively, the “"Company SEC Documents”"). As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Date (the "Subsequent Company SEC Documents") will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and the date so filed. At the time filed with the SEC, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 of the Company included in the Company SEC Documents (including the related notes "Financial Statements") fairly present, and schedules thereto) complied those to be included in the Subsequent Company SEC Documents will fairly present, the financial position of the Company, as of their at the respective dates in all material respects with the then applicable accounting requirements thereof and the published rules results of its operations and regulations of its cash flows for the SEC with respect thereto, have been prepared respective periods then ended all in accordance with GAAP generally accepted accounting principles consistently applied (except "GAAP") (subject, in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal immaterial year-end audit adjustments and to any other adjustments described thereinadjustments). (b) . The Company has made available to not used any improper accounting practice for the Buyer Parties correct purpose of incorrectly reflecting or not reflecting in the Financial Statements or books and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none records of the Company SEC Documents is the subject any properties, assets, liabilities, revenues or expenses. The Financial Statements do not contain any material items of ongoing SEC review special or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability nonrecurring income or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 other income not earned in the ordinary course of business consistent with past practicebusiness. Since June 30, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of1993, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, made any material weaknesses change in the design accounting practices or operation policies applied in the preparation of internal controls over its financial reportingstatements, except as may be required by GAAP.

SEC Documents and Other Reports. (a) The Company has filed all required documents with the SEC all formssince January 1, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under 1999 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including Documents, when taken together with any documents or information incorporated by reference therein) complied, and all documents amendment thereto filed by the Company with the SEC under the Securities Act or the Exchange Act between prior to the date of this Agreement and the date of Closing will complyhereof, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the -15- requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto"Financial Statements") complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates of filing, have been were prepared in accordance with GAAP accounting principles generally accepted in the United States (except "GAAP") (except, in the case of the unaudited statements, as permitted by Form 10Regulation S-Q under X of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the 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). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the except as set forth in subsequent Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation filed prior to the date hereof, to the Company’s outside auditors and the audit committee in this Agreement or in Section 3.5 of the Board (A) all significant deficiencies and material weaknesses Company Letter. Except as disclosed in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of Company SEC Documents, the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to recordCompany has not, processsince December 31, summarize and report financial data and (B) 2001, made any fraud whether or not material, that involves management or other employees who have a significant role material change in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses accounting policies applied in the design or operation preparation of internal controls over its financial reportingstatements.

SEC Documents and Other Reports. (a) The Company has filed all required documents with the SEC all formssince January 1, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under 1995 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As Except as set forth in Section 3.5 of the letter dated the date hereof and delivered on the date hereof by the Company to Parent, which letter relates to this Agreement and is designated therein as the Company Letter (the "Company Letter"), as of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto"Financial Statements") complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the 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). (b) The . Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SECnot, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 1997, made any change in the accounting practices or policies applied in the preparation of financial statements. Except as and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none extent set forth in Section 3.5 of the Company SEC Documents is Letter or in the subject of ongoing SEC review or outstanding SEC comment. (c) Neither Company Annual Report, neither the Company nor any of the its Subsidiaries has had as of December 31, 1997 any liability liabilities or obligation obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) which , that would be required by generally accepted accounting principles to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in reflected on the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, (including the notes thereto, (ii) as incurred since September 30, 2006 included in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would Financial Statements that are not reasonably be expected to, have a Material Adverse Effect on the Companyso reflected. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has and the Operating Partnership have filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it them since December 31January 1, 2004 under the Securities Act or the Exchange Act (collectively, including any amendments thereto, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company and the Operating Partnership with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, each as in effect on the date so filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 4.08 and 6.45.05, 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 to the extent such statements have been modified or superseded by later filings. The Except to the extent disclosed in SEC Documents, the consolidated financial statements of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Company, as the case may be, and those of its consolidated Subsidiaries Subsidiaries, the Primarily Controlled Companies, the Partially Controlled Companies, and the Additional Companies that are consolidated, as applicable, as of the 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). (b) The Company has made available to the Buyer Purchaser Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and Company, any of its Subsidiaries, or any Primarily Controlled Company, on the other hand, occurring since December 31January 1, 2004 and prior to the date hereof and will, will promptly following the receipt thereof, make available to the Buyer Purchaser Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any None of the Subsidiaries Company, its Subsidiaries, any Primarily Controlled Company, any Partially Controlled Company or any Additional Company has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and those of its consolidated Subsidiaries, the Primarily Controlled Companies, the Partially Controlled Companies, and the Additional Companies that are consolidated, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries such entities as of September 30December 31, 2006, including the notes thereto, (ii) as incurred since September 30December 31, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary such entity pursuant to, in connection with, or as a result of, the Merger Mergers, the Portfolio Sales, the other disposition transactions the Company has been engaged in since December 31, 2006 and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Company Material Adverse Effect on Effect, or (v) as set forth in Item 4.06(c) of the CompanyDisclosure Letter. (d) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including those of its Subsidiaries, the consolidated Subsidiaries of Primarily Controlled Companies, the CompanyPartially Controlled Companies, and the Additional Companies that are consolidated, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereofevaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingreporting of the Company, or any of its Subsidiaries or any Primarily Controlled Company. (e) The Except as set forth on Item 4.06(e) of the Disclosure Letter, the Company has not identified, based on its most recent evaluation, identified any material weaknesses in the design or operation of internal controls over financial reporting. Each SEC Document filed since July 31, 2002, was accompanied by the certification required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Sxxxxxxx-Xxxxx Act except to the extent disclosed on Item 4.06(e) of the Disclosure Letter. To the Knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act when next due.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 2001 under the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). 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 (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the 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). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and . Except as disclosed in the Company and any of its Subsidiaries, on SEC Documents filed with the other hand, occurring since December 31, 2004 and SEC prior to the date hereof and willor as required by GAAP, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected tobetween December 31, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented 2003 and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses made or adopted any change in the design its accounting methods, practices or operation of internal control over financial reporting (as defined policies in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to recordeffect on December 31, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting2003. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has timely filed all ------------------------------- required documents with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act 1999 (including, without limitation, financial statements, exhibits and schedules included or the Exchange Act (collectivelyincorporated by reference therein and all other documents incorporated by reference therein, the “"Company SEC Documents”"). As Except as set forth in Section 3.5 of the Company Letter, as of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the 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 thereintherein that, in either case, have not been and will not be material in amount). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of Except as disclosed in the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability as required by generally accepted accounting principles or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed as set forth in a consolidated balance sheet Section 3.5 of the Company and its consolidated SubsidiariesLetter, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would has not, or would not reasonably be expected tobetween December 31, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented 1999 and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and made any material weaknesses change, in the design accounting practices or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role policies applied in the Company’s or preparation of any of Subsidiary of the Company’s internal controls over such financial reportingstatements. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed prior to the date hereof by it since December 31, 2004 under and its Subsidiaries with the Securities Act or and Exchange Commission (the Exchange Act "SEC") since September 30, 1995 (collectively, the “"Company SEC Documents”"). As of their respective filing dates, or if amended, as of the date of the last such amendment, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents required to be filed by the Company with the SEC under the Securities Act or the Exchange Act between after the date of this Agreement hereof and prior to the date of Closing Effective Time (the "Subsequent Company SEC Documents") will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and the date so filed. At the time filed with the SEC, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in and the case of documents filed on or after the date hereof Subsequent Company SEC Documents will not contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 of the Company included in the Company SEC Documents (including the related notes fairly present, and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except included in the case of the unaudited statementsSubsequent Company SEC Documents will fairly present, as permitted by Form 10-Q under the Exchange Act) during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the 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 respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). ) in conformity with United States generally accepted accounting principles (b"GAAP") The Company has made available to (except, in the Buyer Parties correct and complete copies case of all material written correspondence between the unaudited statements, as permitted by Form 10-Q of the SEC, ) applied on a consistent basis during the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent periods involved (except as may be indicated therein or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of ). Since September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of1995, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, made any material weaknesses change in the design accounting practices or operation policies applied in the preparation of internal controls over its financial reportingstatements, except as may be required by GAAP.

SEC Documents and Other Reports. (a) The Company has filed all required documents with the SEC all formssince April 30, reports, statements, schedules, certifications, exhibits thereto 1996 pursuant to Sections 13(a) and other documents required to be filed by it since December 31, 2004 under the Securities Act or 15(d) of the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto"Financial Statements") complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) 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 present presented in all material respects the consolidated financial position of the 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). (b) The . Except as disclosed in the Company SEC Documents or as required by generally accepted accounting principles, the Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SECnot, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 1998, made any change in the accounting practices or policies applied in the preparation of financial statements. Except as and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of extent set forth in the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither Annual Report, neither the Company nor any of the its Subsidiaries has had as of December 31, 1998 any liability liabilities or obligation obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) which , that would be required by generally accepted accounting principles to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in reflected on the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, (including the notes thereto, (ii) as incurred since September 30, 2006 included in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would Financial Statements that are not reasonably be expected to, have a Material Adverse Effect on the Companyso reflected. (db) The Company has (i) implemented provided to Parent true and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) complete copies of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated financial statements for its Subsidiaries described in Section 3.5 of the CompanyCompany Letter (the "Project Financial Statements"). The Project Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), is made known to are in accordance with the management books and records of the Companyrelevant Subsidiary, and (ii) has disclosedfairly present, based on its most recent evaluation prior to in all material respects, the date hereof, to financial position of such Subsidiary as at the Company’s outside auditors respective dates thereof and the audit committee results of its operations and its cash flows for the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingperiods then ended. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed all required documents (including proxy statements) with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 311, 2004 under 1998 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (except "GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the 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). (b) The . Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SECnot, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 311, 2004 and prior 1998, made any change in the accounting practices or policies applied in the preparation of financial statements. Since December 1, 1998, the SEC has not (i) to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none conducted any investigation of the Company, (ii) initiated any enforcement action against the Company or (iii) provided to the Company any comments on any of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accruedDocuments, absoluteand, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries Knowledge of the Company, no such investigation, enforcement action or comments is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design pending or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingthreatened. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has timely filed all required documents with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act 1999 (including, without limitation, financial statements, exhibits and schedules included or the Exchange Act (collectivelyincorporated by reference therein and all other documents incorporated by reference therein, the “"Company SEC Documents”"). As Except as set forth in Section 3.5 of the Company Letter, as of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the 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 thereintherein that, in either case, have not been and will not be material in amount). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of Except as disclosed in the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability as required by generally accepted accounting principles or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed as set forth in a consolidated balance sheet Section 3.5 of the Company and its consolidated SubsidiariesLetter, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would has not, or would not reasonably be expected tobetween December 31, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented 1999 and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and made any material weaknesses change, in the design accounting practices or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role policies applied in the Company’s or preparation of any of Subsidiary of the Company’s internal controls over such financial reportingstatements. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed all ------------------------------- required documents (including proxy statements) with the SEC all formssince October 1, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under 1999 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company --------------------- SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, -------------- as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles consistently followed (except "GAAP") (except, in the case of the ---- unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the 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). (b) The . Except as disclosed in the Company SEC Documents or as required by GAAP, the Company has not, since October 1, 1999, made available any change in the accounting practices or policies applied in the preparation of financial statements. Since October 1, 1998, the SEC has not (i) to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none conducted any investigation of the Company, (ii) initiated any enforcement action against the Company or (iii) provided to the Company any comments on any of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accruedDocuments, absoluteand, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries Knowledge of the Company, no such investigation, enforcement action or comments is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design pending or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingthreatened. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed all required documents (including proxy statements) with the SEC all formssince March 8, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under 1999 (the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, each as in effect on and the date so applicable rules and regulations thereunder, and, at the respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (except "GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries 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). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of Except as disclosed in the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither as required by GAAP, the Company nor has not, since March 8, 1999, made any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed change in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 accounting practices or policies applied in the ordinary course preparation of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Companyfinancial statements. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. The Purchaser has filed all required documents with the Securities and Exchange Commission (a"SEC") The Company has since January 1, 2003 (the "PURCHASER SEC DOCUMENTS"). As of the respective dates such documents were filed with the SEC all forms(or, reports, statements, schedules, certifications, exhibits thereto and other documents required if amended or superceded by a filing prior to be filed by it since December 31, 2004 under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and Agreement, then on the date of Closing will complysuch filing), in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act and or the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), as the case may be, each as in effect and, at the respective times they were filed (or if amended or superceded by a filing prior to the date of this Agreement, then on the date so filed. At the time filed with the SECof such filing), none of the Company Purchaser SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company Purchaser included in the Company Purchaser SEC Documents Documents, with the exception of the audited financial statements of Callisto Research Labs, LLC (including formerly Callisto Pharmaceuticals, Inc.) for the related notes years ended December 31, 2001 and schedules thereto) 2002, included in the Current Report on Form 8-K, filed by the Purchaser on May 15, 2003, complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except "GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Purchaser 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 which will not, individually or in the aggregate, be material in amount). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) Except as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries Purchaser SEC Documents or as of September 30required by GAAP, 2006Purchaser has not, including the notes thereto, (ii) as incurred since September 30, 2006 2003, made any change in the ordinary course of business consistent with past practice, (iii) as incurred accounting practices or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses policies applied in the design or operation preparation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingstatements. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company Parent has timely filed all ------------------------------- required documents with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 under the Securities Act 1999 (including, without limitation, financial statements, exhibits and schedules included or the Exchange Act (collectivelyincorporated by reference therein and all other documents incorporated by reference therein, the “Company "Parent SEC Documents”"). As of their respective filing dates, the Company Parent SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company Parent SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company Parent included in the Company Parent SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company 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 thereintherein that, in either case, have not been and will not be material in amount). (b) The Company . Except as disclosed in the Parent SEC Documents or as required by generally accepted accounting principles, Parent has made available to the Buyer Parties correct and complete copies of all material written correspondence not, between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 1999 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and made any material weaknesses change in the design accounting practices or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role policies applied in the Company’s or preparation of any of Subsidiary of the Company’s internal controls over such financial reportingstatements. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31April 25, 2004 1996 under the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 included in the Company SEC Documents (including the related notes and schedules thereto) complied comply as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP generally accepted accounting principles (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the 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). (b) . The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated SubsidiariesSubsidiaries have not made any material misstatements of fact, including the notes theretoor omitted to disclose any fact, prepared to any Government Entity or in accordance with GAAP except (i) as reflectedany report, reserved for document or disclosed certificate filed therewith, which misstatements or omissions, individually or in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30aggregate, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not could reasonably be expected toto subject any material licenses or authorizations to revocation or failure to renew, except to the extent that such revocation or failure to renew would not have a Material Adverse Effect on the CompanyCompany or the transactions contemplated by this Agreement. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December August 31, 2004 1995 under the Securities Act 10 15 or the Exchange Act (collectively, the “"Company SEC Documents”"). As of their respective filing dates, the Company SEC Documents (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company SEC Documents (Documents, including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy financial statements of the representations Company and warranties set forth in Sections 5.4 and 6.4the notes thereto, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 the notes thereto) included in the Company SEC Documents (including the related notes and schedules thereto) 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, have been prepared in accordance with GAAP generally accepted accounting principles (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of at the 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). (b) . The Company has heretofore furnished or made available to the Buyer Parties Parent a complete and correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation copy of any nature (whether accruedamendments or modifications which have not yet been filed with the SEC to executed agreements, absolute, contingent documents or otherwise) other instruments which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred previously had been filed by the Company with the SEC pursuant to the Securities Act or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed . No Subsidiary is required to ensure that material information relating to the Companyfile any form, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in document with the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingSEC. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31, 2004 2001 under the Securities Act or the Exchange Act (collectively, the “"Company SEC Documents”"). 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 (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on and, at the date so respective times they were filed. At the time filed with the SEC, none of the Company SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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 Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as of their respective dates to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except except, in the case of the unaudited statements, as permitted by Form 10-Q under of the Exchange ActSEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the 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). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of Except as disclosed in the Company SEC Documents is filed with the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereofAmendment Date or as required by GAAP, to the Company’s outside auditors Company has not, between December 31, 2003 and the audit committee of the Board (A) all significant deficiencies and material weaknesses Amendment Date, made or adopted any change in the design its accounting methods, practices or operation of internal control over financial reporting (as defined policies in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to recordeffect on December 31, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting2003. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company Purchaser has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents required to be filed by it since December 31January 1, 2004 2005 under the Securities Act or and the Exchange Act (collectively, the “Company Purchaser SEC Documents”). As of their respective filing datesdates (and, in the Company case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Purchaser SEC Documents (including any documents Document amended or information incorporated superseded by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between a filing prior to the date of this Agreement and Agreement, then on the date of Closing will complysuch amending or superseding filing), in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company Purchaser SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Purchaser SEC Documents. The consolidated financial statements of the Company Purchaser included in the Company Purchaser SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the condensed consolidated financial position of the Company Purchaser and its consolidated Subsidiaries as of at the 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). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December Since March 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 there has been no change in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the CompanyPurchaser’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of or disclosure controls and procedures that constitutes a “material weakness” or would cause the Exchange Act) which Purchaser to be unable to conclude that such internal control or disclosure controls and procedures are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reportingno longer effective. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.

SEC Documents and Other Reports. (a) The Company Aether has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents the Aether SEC Documents required to be filed by it since December 31, 2004 under the Securities Act or and the Exchange Act (collectively, the “Company SEC Documents”)Act. As of their respective filing datesdates (and, in the Company case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Aether SEC Documents (including any documents Document amended or information incorporated superseded by reference therein) complied, and all documents filed by the Company with the SEC under the Securities Act or the Exchange Act between a filing prior to the date of this Agreement and Agreement, then on the date of Closing will complysuch amending or superseding filing), in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, Aether SEC Documents complied in all material respects with the requirements of the Securities Act and or the Exchange Act, as the case may be, each as in effect on the date so filed. At , and at the time filed with the SEC, SEC none of the Company Aether SEC Documents (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, contained any untrue statement of a material fact or omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Aether SEC Documents. The consolidated financial statements of the Company Purchasers (if any) included in the Company Aether SEC Documents (including the related notes and schedules thereto) complied as of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the condensed consolidated financial position of the Company Purchasers and its consolidated Subsidiaries their respective subsidiaries as of at the 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). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since Since December 31, 2004 and prior to the date hereof and will2005, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries there has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed been no change in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the CompanyAether’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of or disclosure controls and procedures that constitutes a “material weakness” or would cause Aether to be unable to conclude that such internal control or disclosure controls and procedures are no longer effective. Notwithstanding the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to recordforegoing, process, summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role Aether is currently in the Company’s or any process of Subsidiary incorporating the internal controls and procedures of the Company’s UCC Capital Corp. (“UCC”), which Aether acquired in June 2006, into its internal controls over financial reportingreporting and extending its Section 404 compliance program under the Sxxxxxxx-Xxxxx Act of 2002 and the applicable rules and regulations under such Act to include UCC. (e) The Company has not identified, based on its most recent evaluation, any material weaknesses in the design or operation of internal controls over financial reporting.