Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registration, proxy and other statements with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with 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 unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed with the SEC all required reports, schedules, forms and registrationforms, proxy statements and other statements with documents required pursuant to the SEC Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act since January 1April 30, 2000 2004 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied (other than the SEC Financial Statements) comply in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, and none of the SEC Documents as of such respective dates contained (including any and all SEC Financial Statements included therein) contains any untrue statement of a material fact or omitted omits 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. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the all SEC Documents filed since April 30, 2004 (the "SEC Financial Statements") comply as to form in all material respects with applicable published 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 as applied in the United States (except, in the case of unaudited consolidated quarterly statements, as indicated in permitted by Form 10-QSB of the notes thereto) SEC), applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by generally accepted accounting principles as applied in the United States to be reflected recognized or reserved against disclosed on a consolidated balance sheet of the Company prepared and its Subsidiaries or in accordance with GAAP or the notes thereto, except liabilities (i) as and to liabilities reflected in the extent set forth on the audited consolidated balance sheet of the Company and its subsidiaries as of December January 31, 2002 2007 (the "2007 Balance Sheet DateSheet") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, and (ii) liabilities incurred after the Balance Sheet Date since January 31, 2007 in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havewhich, individually or if in the aggregatean amount in excess of $10,000, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth are listed in Section 2.5(d3.01(e) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required All reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed with the SEC (i) by CDnow since January 1March 17, 2000 1999 and (collectivelyii) by CDnow Online, Inc. (formerly known as CDnow, Inc.), a Pennsylvania corporation and in each case including all exhibits a wholly owned CDnow Subsidiary ("CDnow Online"), since February 9, 1998 (such reports, schedules, forms, statements and schedules thereto and documents incorporated by reference thereinother documents, the "CDnow SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act) have been duly filed by such parties. As of their respective effective dates (in the case of its date, each CDnow SEC Documents that are registration statements filed pursuant Document complied as to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied form in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such CDnow SEC DocumentsDocument, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any (i) the Registration Statement on Form S-4 filed with the SEC Document by CDnow on February 16, 1999 (the "CDnow Form S-4 Date"), (ii) all reports, schedules, forms, statements and documents filed with the SEC by CDnow pursuant to the Exchange Act and the rules and regulations of the SEC promulgated thereunder since the CDnow Form S-4 Date and (iii) the Annual Report on Form 10-K of CDnow Online for the year ended December 31, 1998 (collectively, the "Designated CDnow SEC Documents") has been revised or superseded by a later-subsequent report, schedule, form, statement or other document filed with the SEC Documentby CDnow, which subsequent report, schedule, form, statement or other document is publicly available prior to the date of this Agreement, none of the Designated CDnow SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the CDnow SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect as of their respective filing dates, have been were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly interim statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects presented the consolidated financial position of the Company and its consolidated subsidiaries entities purported to be covered thereby as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly interim statements, to normal year-end audit adjustments none of which has been or will be, individually or adjustments). Except as disclosed in the aggregateFiled CDnow SEC Documents (as defined in Section 3.08), material). (b) The Company is and except for liabilities and obligations incurred since December 31, 1998 in compliance in all material respects the ordinary course of business consistent with the provisions of Section 13(b) of the Exchange Act. (c) Except past practice or as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company CDnow Disclosure ScheduleLetter, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company neither CDnow nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries CDnow Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by GAAP to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared or in accordance with GAAP or the notes thereto, except those liabilities (i) as or obligations that, individually and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then endedaggregate, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would could not reasonably be expected to have, individually or in the aggregate, have a Company CDnow Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by it with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2000 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentsDocuments except as set forth in Section 4.01(e) of the Company Disclosure Schedule, and none of the SEC Documents as of such respective dates when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with 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 ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-recurring year- end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.24 20

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2012 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except (i) as set forth reflected or reserved against in the SEC Documents filed prior to the date hereof or in Section 2.5(c) Company’s consolidated audited balance sheet as of the Company Disclosure ScheduleMay 31, or for events 2013 (or series of related mattersthe notes thereto) as to which included in the amounts involved do not exceed $60,000Filed Company SEC Documents, (ii) for liabilities and obligations incurred since May 31, 2013 in the filing ordinary course of the Company's proxy statement dated July 22business and (iii) for liabilities and obligations incurred as permitted by this Agreement, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect, . (iiid) incurred after Each of the Balance Sheet Date in connection with negotiating this Agreement chief executive officer of the Company and the Transactions chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a reasonable estimate system of which is set forth “internal control over financial reporting” (as defined in Section 2.5(dRules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company Disclosure Scheduleare reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (ivas defined in Item 303(a) incurred after of Regulation S-K under the Balance Sheet Date not Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the ordinary course that are Company’s or such Company Subsidiary’s published financial statements or other the Company SEC Documents. (h) Since May 31, 2013, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the aggregateinternal controls over financial reporting of the Company, immaterial (y) “material weakness” in amountthe internal controls over financial reporting of the Company or (z) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (i) None of the Company Subsidiaries is, or has at any time since January 1, 2012 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Since January 1, 1993, the Company has filed all required reports, schedules, forms and registrationforms, proxy proxy, registration and other statements and other documents with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None As of the date of this Agreement, the last SEC Document filed by the Company was the Company's subsidiaries is required to file periodic reports with Quarterly Report on Form 10-Q for the SEC pursuant to the Exchange Actquarter ended June 30, 1997. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents. As of their respective filing dates, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any SEC Document has such statements have been revised modified or superseded by a laterlater SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the SEC Documents (as amended or supplemented by any later filed SEC DocumentDocument filed and publicly available prior to October 1, none 1997), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC Documents contains with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in notes thereto) and fairly present the consolidated financial position of the Company and the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents, neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole. (b) At the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The consolidated financial statements of the Company included in the SEC Documents Proxy Statement shall comply as to form in all material respects with applicable accounting the requirements of the Exchange Act and the published rules and regulations promulgated thereunder except that the Company makes no representation, warranty or covenant with respect to any written information supplied by Purchaser specifically for inclusion in the Proxy Statement. (c) Each of the SEC with respect thereto, have been prepared Interim Financial Statements delivered to Purchaser in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and Section 6.10 hereto fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will beadjustments), individually or in the aggregate, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount).

SEC Documents; Undisclosed Liabilities. (a) The Since June 30, -------------------------------------- 2000, the Company has filed all required reports, schedules, forms and registration, proxy and other registration statements with the SEC since January 1, 2000 the date on which it was required to do so (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including, without limitation, any and all financial statements included therein) as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents comply (the "SEC Financial Statements"), as of their respective dates, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoExchange Act) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will beadjustments). Since June 30, individually or in the aggregate2000, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, generally accepted accounting principles applied on a consistent basis ("GAAP") except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31June 30, 2002 (the "Balance Sheet Date") 2000 (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after the Balance Sheet Date June 30, 2000 in the ordinary course of business and consistent with past practice, (iv) as have not had and would not reasonably be expected to havedescribed in the SEC Documents filed since June 30, 2000 (the "Recent SEC Documents"), or (v) as could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. If, (iii) incurred after at any time prior to the Balance Sheet Date in connection Effective Time, the Company shall obtain knowledge of any facts with negotiating this Agreement and respect to itself, any of its officers or directors or any of its subsidiaries that would require the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) supplement or amendment to any of the Company Disclosure Scheduleforegoing documents in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and (iv) incurred after the Balance Sheet Date not in the ordinary course event Parent or Purchaser shall advise the Company as to its obtaining knowledge of any facts that are in would make it necessary to supplement or amend any of the aggregateforegoing documents, immaterial in amountthe Company shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

SEC Documents; Undisclosed Liabilities. (a) The Except as disclosed on Schedule 4.5 of the Disclosure Schedule, the Company has timely filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents with the SEC Securities and Exchange Commission ('SEC') since January 1, 2000 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "'SEC Documents"'). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the all SEC Documents (the 'SEC Financial Statements') comply as to form in all material respects with 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 unaudited consolidated quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.a

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by the Company with the SEC since January 1, 2000 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "COMPANY SEC DocumentsDOCUMENTS"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Document complied in all material respects with the requirements of the Exchange Act and or the Securities ActAct of 1933, as amended (the "SECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none As of the date of this Agreement, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (filed on March 30, 2000) (the "1999 FORM 10-K"), its definitive Proxy Statement with respect to its 2000 Special Meeting (filed on April 19, 2000), its Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 (filed on May 12, 2000), and its Current Report on Form 8-K (filed on May 12, 2000) (collectively, the "2000 SEC Documents contains DOCUMENTS") taken together do not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with 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 ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth in the Filed Company SEC Documents filed prior to the date hereof or (as defined in Section 2.5(c) of the Company Disclosure Schedule3.08), or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by GAAP to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared and its consolidated subsidiaries or in accordance with GAAP or the notes thereto, except other than liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) or obligations incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or prior practice since the date of the most recent financial statements included in the aggregate, a Filed Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountSEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed with the SEC all required reports, schedules, forms and registrationforms, proxy statements and other statements with documents required pursuant to the SEC Securities Act and the Exchange Act since January 1, 2000 1994 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the all SEC Documents filed since January 1, 1994 (the "SEC Financial Statements") comply as to form in all material respects with 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 unaudited consolidated quarterly statements, as indicated in permitted by Form 10-Q of the notes thereto) SEC), applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth in the SEC Documents filed by the Company since January 1, 1996 and prior to the date hereof or of this Agreement (the "Recent SEC Documents") and except as disclosed in Section 2.5(c3.01(e) of the Company Disclosure Schedule, or for events (or series of related matters) as to which at the amounts involved do not exceed $60,000, since the filing date of the Company's proxy statement dated July 22most recent audited financial statements of the Company included in the Recent SEC Documents, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries norhad, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither and since such date neither the Company nor any of its such subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havewhich, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect, (iii) incurred after Effect with respect to the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountCompany.

SEC Documents; Undisclosed Liabilities. (a) The Company --------------------------------------- has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by the Company with the SEC since January 1, 2000 1996, pursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None As --------------------- of the Company's subsidiaries is required to file periodic reports with the its respective date, each Company SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Document complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and -------------- regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Company 10-K"), has been revised or superseded by a later-Company SEC Document ------------------ filed SEC Documentprior to the date of this Agreement, none and except as disclosed in the Company Disclosure Letter, as of the SEC Documents contains date of this Agreement, the 1997 Company 10-K does not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with 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 ("GAAP") (except, in the case of ---- unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth in the Filed Company SEC Documents filed prior to Documents, as of the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither this Agreement neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by GAAP to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared and its consolidated subsidiaries or in accordance with GAAP or the notes thereto, except liabilities (i) as thereto and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. None of the Company Subsidiaries is, (iiior has at any time since January 1, 1996, been, subject to the reporting requirements of Sections 13(a) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d15(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company Industrial Scientific has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2000 1997 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act and of 1934, as amended (the Securities "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Industrial Scientific included in the SEC Documents comply as to form in all material respects with 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 unaudited quarterly statements, as indicated in permitted by applicable instructions or regulations of the notes theretoSEC relating to the preparation of quarterly reports on Form10-Q) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Industrial Scientific as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed or furnished, as applicable, all required reports, schedules, forms and registrationforms, proxy statements and other statements documents with the SEC required to be filed or furnished, as applicable, by the Company since January April 1, 2000 2007, under the Securities Act and the Exchange Act (collectivelysuch documents, together with any documents and in each case including all exhibits and schedules thereto and documents information incorporated therein by reference therein, and together with any documents filed during such period by the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports Company with the SEC pursuant to on a voluntary basis on Current Reports on Form 8-K, the Exchange Act. “Company SEC Documents”). (b) As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant Document complied as to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied form in all material respects with the requirements of the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of each as in effect on the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingdate so filed. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated Company has made available to Parent copies of all comment letters received by the Company from the SEC since April 1, 2009 (excluding all letters received from the SEC indicating that the SEC would not be reviewing any registration statement filed with the SEC by the Company), and relating to the Company SEC Documents, together with all written responses of the Company thereto (it being understood that any comment letters or written responses publicly available as of the date of this Agreement on the SEC’s Electronic Data Gathering, Analysis and Retrieval system shall be deemed to have been made available to Parent). As of the date of this Agreement, the Company has not received any written notification of, and to the knowledge of the Company there are no, outstanding or unresolved comments in such comment letters received by the Company from the SEC. Since April 1, 2009, the Company has not received any written notice from the SEC that any of the Company SEC Documents is the subject of any ongoing review by the SEC. (c) Each of the financial statements (including the related notes) of the Company included in the Company SEC Documents comply filed since April 1, 2009, complied as to form at the time it was filed in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, have has been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) in all material respects (except, in the case of unaudited quarterly statements, as indicated in permitted by the notes theretorules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (bd) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf None of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether except liabilities or not required, if known, to be reflected obligations that (i) are set forth or reserved against on a consolidated balance sheet of in the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) most recent financial statements included in the Company's Report on Form 10-K for the period then endedFiled Company SEC Documents, (ii) were incurred after the Balance Sheet Date in the ordinary course of business consistent since the date of such financial statements, (iii) are incurred in connection with past practicethe Transactions, as (iv) have not had and been discharged or paid in full prior to the date hereof in the ordinary course of business or (v) individually or in the aggregate, would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (e) Each principal executive officer of the Company and principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Section 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002 with respect to the Company SEC Documents, and the statements contained in such certifications were true and accurate as of the date such certifications were made. The Company’s disclosure controls and procedures (as defined in Rules 13a-14(e) and 15d-14(e) under the Exchange Act) are reasonably designed to ensure that all material information relating to the Company, including the Company Subsidiaries, that is required to be disclosed by the Company in the reports it files under the Exchange Act is made known to the principal executive officer and the principal financial officer of the Company by others within those entities. (f) The Company has disclosed, based on the most recent evaluation of internal control over financing reporting, to the Company’s independent registered accounting firm and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (g) Since March 31, 2009, the Company has not identified any material weaknesses in the design or operation of its internal control over financial reporting. To the knowledge of the Company, there is no reason to believe that its auditors and its principal executive officer and principal 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 of 2002 when next due. The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required under Rules 13a-15(a) and 15d-15(a) under the Exchange Act. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iii) incurred after the Balance Sheet Date in connection recorded accountability for assets is compared with negotiating the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (h) As of the date of this Agreement and Agreement, there are no pending investigations by the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) audit committee of the Company Disclosure ScheduleBoard regarding any complaint, and allegation, assertion or claim that the Company or any Company Subsidiary has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls. (ivi) incurred after The audit committee of the Balance Sheet Date not Company Board includes an “audit committee financial expert,” as defined by Item 407(d)(5)(ii) of Regulation S-K. The Company has adopted a code of ethics, as defined by Item 406(b) of Regulation S-K, for senior financial officers, applicable to its principal financial officer, controller or principal accounting officer, or persons performing similar functions. The Company has promptly disclosed any change in or waiver of the ordinary course that are in Company’s code of ethics with respect to any such persons, as required by Form 8-K. To the aggregateknowledge of the Company, immaterial in amountthere have been no violations of provisions of the Company’s code of ethics by the principal financial officer, controller or principal accounting officer of the Company.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2006 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement/Prospectus, as supplemented and amended since the time of filing, being collectively referred to as the “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed (and if amended or superseded by a filing or amendment prior to the Exchange Act. As date of their respective effective dates (this Agreement, then at the time of such filing and in the case of SEC Documents that are registration statements filed pursuant to and proxy statements, on the Securities Act) dates of effectiveness and as the dates of their respective SEC filing dates (in the case of all other SEC Documentsmailing, respectively), the SEC Documents complied as to form in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective filing, or in the case of registration statements and proxy statements, then on the dates contained of effectiveness and the dates of mailing, respectively) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed (and if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with GAAP applicable generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC or otherwise by applicable Law) 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 (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC or otherwise by applicable Law) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Company Subsidiary has any material liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) whether or not required, if known, that would be required by GAAP to be reflected or reserved against on a consolidated balance sheet of the Company prepared and its Subsidiaries (or in accordance with GAAP or the notes thereto), except other than those liabilities or obligations (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of incurred after December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date 2007 in the ordinary course of business consistent with past practiceprior practice and not prohibited by this Agreement, as have not had and would not reasonably be expected to have, individually (ii) permitted or in the aggregate, a Company Material Adverse Effect, contemplated by this Agreement or (iii) incurred after the Balance Sheet Date that have been discharged or paid in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not full in the ordinary course that are of business. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable), or persons performing similar functions, has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications adhere to the requirements of SOX. None of the Company or any of the Company Subsidiaries or Affiliates has outstanding, or has arranged since the effectiveness of Section 402 of SOX any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. To the Knowledge of the Company, the Company’s outside auditors and its principal executive officer and principal financial officer will be able to give, without qualification, the certifications and attestations required pursuant to SOX when next due. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, together with the other reasonable assurances included in the aggregateabove-referenced definition. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, immaterial processed, summarized and reported within the time periods specified in amountthe rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries or Affiliates is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries or Affiliates, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (h) Since January 1, 2006, the Company has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by the Company, as certified by the Company’s independent accountants. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Exchange Act Rule 12b-2, as in effect on the date of this Agreement. (i) Since January 1, 2006, (i) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries, has received any material written (or, to the Knowledge of the Company, oral) complaint, allegation, assertion or claim, alleging that the Company or any of its Subsidiaries has engaged in illegal accounting or auditing practices and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (j) The Company has no unresolved comments from the staff of the SEC relating to the Company’s filings with the SEC. (k) None of the Company Subsidiaries is, or has at any time since January 1, 2006 been, individually subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and all other information incorporated therein) with the SEC since January 1June 18, 2000 2002 the (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Company SEC Documents as when filed (unless amended or superseded in a Company Filed SEC Document, then on the date of such respective dates later filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any a Company SEC Document has been revised or superseded by in a later-filed Company Filed SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Company included in the Company SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the "Accounting Rules"), have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring non-material year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c3.5(c) of the Company Disclosure ScheduleLetter contains the unaudited consolidated financial statements of the Company as of December 31, or 2002 and such financial statements have been prepared in accordance with GAAP applied on a consistent basis and present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of December 31, 2002 and their consolidated results of operations and cash flows for events the year then ended (or series except for the omission of related mattersthe notes thereto and subject to non-material year-end audit adjustments). (d) Except (i) as to which reflected in the amounts involved do not exceed $60,000most recent financial statements included in the Company Filed SEC Documents or in the notes thereto or (ii) for liabilities incurred in connection with this Agreement or the Transactions, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havewhich, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, (iii) incurred after Effect on the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountCompany.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed or furnished, as applicable, all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed or furnished, as applicable, by the Company with the SEC since January 1, 2000 2003 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Company SEC Documents"”). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. . (b) As of their its respective effective dates (in date, each Company SEC Document and the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Draft 2004 10-K each complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and, to the extent in effect and applicable, the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated thereunder (“SOX”), and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in each of the Company SEC Documents and the Draft 2004 10-K (collectively, the “Company Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statementsstatements (other than those contained in the Draft 2004 10-K), to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth to the extent accrued or reserved in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure ScheduleFinancial Statements, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, that would be required by GAAP to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K ), except for the period then ended, (ii) incurred after the Balance Sheet Date those arising in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havefor taxes or that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s audited financial statements or other Company SEC Documents. (f) None of the Company Subsidiaries is, or has at any time since January 1, 2003, been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (g) The Company maintains internal accounting controls that provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (iii) incurred after the Balance Sheet Date access to its assets is permitted only in connection accordance with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, management’s general or specific authorization and (iv) incurred after the Balance Sheet Date not recorded accountability for its assets is compared with existing assets at reasonable intervals. (h) The Company has established and maintains “disclosure controls and procedures” (as such terms are defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) and such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the ordinary course reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, including controls and procedures to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer and its principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. (i) Since the date of the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the aggregateCompany’s internal controls over financial reporting. (j) Since the date of the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, immaterial 2004, there have been no material changes in amountinternal control over financial reporting that have materially affected or are reasonably likely to materially affect internal controls over financial reporting. (k) The Company intends to file its Annual Report on Form 10-K for the year ended December 31, 2004, within five business days of the date of this Agreement, and such Annual Report as filed with the SEC will not contain any material changes from the Draft 2004 10-K.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required certificates, reports, schedulesforms, forms and registration, proxy statements and other statements documents (including any amendments, exhibits, schedules and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2013 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports furnished or filed with the SEC pursuant during such period by the Company, but excluding the Proxy Statement, being collectively referred to as the Exchange Act“Company SEC Documents”). As of their respective effective dates (the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the case of SEC Documents that are registration statements filed pursuant with respect to the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents). (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied or, if not yet filed, will comply in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain or, if not yet filed, will not contain, any untrue statement of a material fact or omitted not omit or, if not yet filed, will not omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents complied or, if not yet filed, will comply at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared or, if not yet filed, will be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes theretothereto or (ii) as permitted by Regulation S-X) and fairly present presented or, if not yet filed, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and changes in equity for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or not material in the aggregate, materialamount). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except (i) as set forth reflected or reserved against in the SEC Documents filed prior to the date hereof or in Section 2.5(c) Company’s consolidated unaudited balance sheet as of the Company Disclosure ScheduleSeptember 30, or for events 2014 (or series the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or expressly contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of related mattersbusiness since September 30, 2014 and (iv) as to which for liabilities and obligations that have been discharged or paid in full in the amounts involved do not exceed $60,000ordinary course of business, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf none of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required), if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, that individually or in the aggregate, have had a Company Material Adverse Effect. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) incurred after regarding prevention or timely detection of the Balance Sheet Date unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The “disclosure controls and procedures” (as defined in connection Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with negotiating respect to such reports. (g) None of the Company or any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (h) The Company has disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement Agreement, to the Company’s auditors and the Transactions audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information in any material respect and (ii) any fraud, whether or not material, that involves management or other employees who have a reasonable estimate significant role in the Company’s internal controls. (i) None of which is set forth in the Company Subsidiaries is, or has at any time since January 1, 2013 been, subject to the reporting requirements of Section 2.5(d13(a) or 15(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company --------------------------------------- has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by the Company with the SEC since January 1December 31, 2000 1997 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company ------- SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Document complied ------------- in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, -------------- and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied, as of the date they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP U.S. generally accepted accounting principles (except"GAAP") (except as may be indicated in the notes thereto ---- and, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal normal, recurring year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth in the Filed Company SEC Documents filed prior to the date hereof or (as defined in Section 2.5(c) of 3.08), the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, has no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by GAAP to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared or in accordance with GAAP or the notes thereto, except thereto other than liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) obligations incurred after the Balance Sheet Date in the ordinary course of business consistent with past practicesince June 30, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount1999.

SEC Documents; Undisclosed Liabilities. (a) The Since September 30, 1998, the Company has filed all required reports, schedules, forms and registrationforms, proxy proxy, registration and other statements and other documents with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None As of the Company's subsidiaries is required to file periodic reports with date of this Agreement, the last SEC pursuant to Document filed by the Exchange ActCompany was its Quarterly Report on Form 10-Q for the quarter ended December 31, 1999. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents. As of their respective filing dates, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any SEC Document has such statements have been revised modified or superseded by a laterlater SEC Document filed and publicly available prior to the Closing Dates, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the SEC Documents (as amended or supplemented by any later filed SEC DocumentDocument filed and publicly available prior to January 1, none 2000), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC Documents contains with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in notes thereto) and fairly present the consolidated financial position of the Company and the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents, neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended December 31, 1999, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole. (b) At the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The consolidated financial statements of the Company included in the SEC Documents Proxy Statement shall comply as to form in all material respects with 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 unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A requirements of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither and the rules and regulations promulgated thereunder except that the Company nor makes no representation, warranty or covenant with respect to any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of written information supplied by the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included Purchasers specifically for inclusion in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountProxy Statement.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2018 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement and the Schedule 13E-3, being collectively referred to as the Exchange Act“Company SEC Documents”). As True, correct, and complete copies of their respective effective dates all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis, and Retrieval database of the SEC (“XXXXX”). (b) Each Company SEC Document (i) at the time filed or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and , as of their respective SEC filing dates (in the case of all other SEC Documentseffective dates), the SEC Documents complied in all material respects with the any applicable requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or became effective in the case of registration statements or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to the absence of footnote disclosure and to normal year-end audit adjustments none solely to the extent the effect of which has been or will besuch adjustments could not, individually or in the aggregate, be material). (b) The Company is in compliance in all material respects with . To the provisions of Section 13(b) Knowledge of the Exchange ActCompany, as of the date of this Agreement, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be as reflected or reserved against on a in the Company’s consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31June 30, 2002 2020 (the "Balance Sheet Date") (including or the notes thereto) included in the Company's Report on Form 10-K for the period then endedCompany SEC Documents, (ii) for Liabilities and obligations incurred after in connection with the Balance Sheet Date transactions contemplated by this Agreement, (iii) for Liabilities and obligations that have been incurred in the ordinary course of business consistent with past practicesince June 30, as 2020, and (iv) for other Liabilities and obligations that individually or in the aggregate have not had and would not reasonably be expected to havehave a Company Material Adverse Effect, none of the Company or any Company Subsidiary has any Liabilities which would be required to be recorded or reflected on a balance sheet, or in the footnotes thereto, under GAAP. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company and Company Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board; and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of the Company and the Company Subsidiaries. No material weakness exists with respect to the Company’s system of internal control over financial reporting that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC. (e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. Neither the Company nor the Company’s independent registered public accounting firm has identified or been made aware of: (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and the Company Subsidiaries that has not been subsequently remediated, or (ii) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and the Company Subsidiaries. (f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act). (g) Except as set forth in Section 3.06(g) of the Company Disclosure Letter, each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company 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 SOX. The Company is also in compliance with all of the other applicable provisions of SOX and the applicable listing and corporate governance rules of Nasdaq, except for any non-compliance that, individually or in the aggregate, has not had, and could not reasonably be expected to have, a Company Material Adverse Effect. (h) Since January 1, 2018, none of the Company or any Company Subsidiary nor any director or officer of the Company or any Company Subsidiary has received any material written complaint, allegation, assertion, or claim regarding the financial accounting, internal accounting controls, or auditing practices, procedures, methodologies, or methods of the Company or any Company Subsidiary or any material written complaint, allegation, assertion, or claim from employees of the Company or any Company Subsidiary regarding questionable financial accounting or auditing matters with respect to the Company or any Company Subsidiary, and (iiiii) incurred after no attorney representing the Balance Sheet Date in connection with negotiating this Agreement and Company or any Company Subsidiary, whether or not employed by the Transactions and a reasonable estimate Company or any Company Subsidiary, has reported credible evidence of which is set forth in any material violation of securities Laws, breach of fiduciary duty, or similar material violating by the Company, any Company Subsidiary, or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof, or to the chief executive officer, chief financial officer, or general counsel of the Company. (i) None of the Company Subsidiaries is, or has at any time since January 1, 2018 been, subject to the reporting requirements of Section 2.5(d13(a) or 15(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registration, proxy and other statements with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is are required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents comply as to form in all material respects with 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 unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c3.05(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledgeKnowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited unaudited balance sheet of the Company and its subsidiaries as of December 31June 30, 2002 2003 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K Q for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions Merger and a reasonable estimate of which is set forth in Section 2.5(d3.05(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms forms, and registration, proxy and other statements required to be filed by the Company with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2000 2007 (collectivelysuch documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents all information incorporated by reference therein, the "“Company SEC Documents"”). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. . (b) As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and their cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end end, audit adjustments none of which has been or will be, individually or in the aggregate, materialand other customary adjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except (i) as set forth in the SEC Documents filed prior consolidated balance sheet as of December 31, 2009, as set forth in the Company’s Form 10-Q for the period then ended, (ii) as set forth in the notes to the date hereof or financials set forth in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S’s Annual Report on Form 10-K promulgated for the fiscal period ended June 30, 2009, (iii) for liabilities expressly permitted and contemplated by this Agreement, and (iv) for liabilities and obligations incurred since December 31, 2009 in the SEC. Neither ordinary course of business consistent with past practice, neither the Company nor any of its subsidiaries norCompany Subsidiary, to the Company's knowledgetaken as a whole, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in has any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required), if known, required by GAAP to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared and its consolidated subsidiaries or in the notes thereto. (d) The Company has, prior to the date hereof, made available to Parent and Sub a complete and correct copy of any material amendment or modification which has not yet been filed with the SEC to any agreement, document or other instrument which previously had been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act. (e) None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (f) Each of the principal executive officer and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents. For purposes of the preceding sentence hereof, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX except as may have been in existence prior to the effective date of Section 402 of SOX. (g) Except as set forth in Section 3.06(g) of the Company Disclosure Letter, since June 30, 2009, neither the Chief Executive Officer nor the Chief Financial Officer of the Company has identified or has received any oral or written notification of, any (i) “significant deficiency” or (ii) “material weakness” in the Company’s internal controls over financial reporting, and, to the actual knowledge, after due inquiry, of individuals identified on Section 3.06 of the Company Disclosure Letter (the “Knowledge of the Company”), there is no set of circumstances that would reasonably be expected to result in a “significant deficiency” or “material weakness” in the internal controls over financial reporting of the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Public Company Accounting Oversight Board’s Auditing Standard 2, as in effect on the date hereof. The Company has made available to Parent and Sub, prior to the date hereof, true and complete copies of Accretive Solutions’s report regarding the results of its SOX testing for the Company for the period ended December 31, 2009. The Company will make available to Parent, upon request, true and complete copies of all documentation maintained by the Company regarding internal controls over financial reporting. (h) To the Knowledge of the Company, none of the Company, any Company Subsidiary or any of the Company’s or any Company Subsidiary’s employees in their capacities as such, is the subject of any pending, or has at any time since January 1, 2007, been the subject of any, formal or informal investigation by the SEC, and, to the Knowledge of the Company, no such investigation has been threatened or fact exists which would reasonably be expected to result in the institution of any such investigation. All written correspondence (other than any transmittal letter or other correspondence that does not address substantively any comments or questions from, or ongoing discussions with, the SEC), with the SEC since January 1, 2007 until the date hereof has been made available to Parent and Sub prior to the date hereof, and the Company will promptly deliver to Parent and Sub a copy of any such written correspondence received following the date hereof. The audit committee of the Company Board has established “whistleblower” procedures in accordance with GAAP Exchange Act Rule 10A-3, and, prior to the date hereof, has made available to Parent and Sub true, complete and correct copies of such procedures. Since June 30, 2009, the audit committee has not received any “complaints” (within the meaning of Exchange Act Rule 10A-3) in respect of any accounting, internal accounting controls or auditing matters. To the notes theretoKnowledge of the Company, except liabilities no complaints seeking relief under Section 806 of SOX have been filed with the United States Secretary of Labor and, to the Knowledge of the Company, no employee has threatened to file any such complaint. (i) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the purpose or intended effect of such Contract or arrangement is to avoid disclosure of any transaction (other than a transaction that is de minimus in amount) involving, or liabilities (other than de minimus liabilities) of, the Company or any of the Company Subsidiaries in the Company’s published financial statements or other Company SEC Documents. (j) The Company is in compliance, in all material respects, with the applicable provisions of SOX, the rules and regulations of the SEC adopted in connection therewith, and the applicable listing standards and corporate governance rules of the NASDAQ National Market. (k) Except as set forth on Section 3.06(k) of the Company Disclosure Letter, the Company has established and maintains, to the extent set forth on the audited balance sheet required by Rule 13a-15 of the Exchange Act, (i) a system of internal control over financial reporting that is sufficient to provide reasonable assurance that (A) transactions that are executed without management’s general or specific authorizations are either prevented or timely detected, (B) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and (C) records are maintained that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and the Company Subsidiaries’ assets, and its subsidiaries (ii) a system of disclosure controls and procedures (as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included defined in the Exchange Act) that is designed to ensure that all material information required to be disclosed by the Company in the Company SEC Documents is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including controls and procedures designed to ensure that information required to be disclosed by the Company in the Company SEC Documents is accumulated and communicated to the Company's ’s management, as appropriate to allow timely decisions regarding required disclosure. As of the filing of the Company’s Quarterly Report on Form 10-K Q for the period then endedended December 31, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice2009 and, so long as required by Law, as have not had and would not reasonably be expected to have, individually of the filing of each Quarterly or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) Annual Report of the Company Disclosure Schedulefiled after the date hereof and prior to the Effective Time or the termination of the Agreement, the Chief Executive Officer and the Chief Financial Officer of the Company have or will have disclosed, based on their then most recent evaluation of internal control over financial reporting, to the audit committee of the Company Board (1) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information and (iv2) incurred after the Balance Sheet Date any fraud, whether or not material, that involves management or other employees who have a significant role in the ordinary course that are in the aggregate, immaterial in amountregistrant’s internal control over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Since January 1, 2019 the Company has filed and furnished all required material reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed or furnished by the Company with the SEC since January 1, 2000 on a timely basis pursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, and in each case including all exhibits exhibits, financial statements and schedules thereto and documents incorporated by reference therein, as such statements and reports may have been amended since the "date of their filing, the “Company SEC Documents"”). None Prior to the date of this Agreement, the Company has made available to Parent complete and correct copies of all comment letters from the SEC since January 1, 2019 through the date of this Agreement with respect to any of the Company SEC Documents, together with all written responses of the Company thereto, if such comment letters or responses are not available on XXXXX at least two business days prior to the date of this Agreement. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC relating to the Company SEC Documents and none of the Company SEC Documents is, to the knowledge of the Company's subsidiaries , the subject of ongoing SEC review. No Company Subsidiary is required to file periodic reports any form, report or other document with the SEC pursuant to the Exchange Act. SEC. (b) As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other or furnishing dates, each Company SEC Documents), the SEC Documents Document complied as to form 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 and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of except to the extent amended or superseded by a subsequent filing with the SEC Documents as prior to the date of such respective dates contained this Agreement, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to information furnished in writing by Parent or Merger Sub specifically for inclusion or use in any such document. Except Each Company SEC Document that is a registration statement as of the date such registration statement or amendment became effective prior to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Documentdate of this Agreement, none of the SEC Documents contains did not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, made therein not misleading. As of the date of this Agreement, there are no amendments or modifications to Company SEC Documents that were required to be filed with (or furnished to) the SEC prior to the date of this Agreement, but that have not yet been filed with (or furnished to) the SEC. (c) The audited annual consolidated financial statements and the unaudited quarterly consolidated financial statements (including, in each case, the notes thereto) of the Company included or incorporated by reference in the Company SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated in the notes thereto) and (iii) fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated shareholders’ equity, results of their operations and cash flows of the Company for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustments none of which has been or will bewhich, individually or in the aggregate, are not material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (cd) Except as set forth reflected or reserved against in the SEC Documents filed prior to the date hereof or in Section 2.5(c) consolidated balance sheet of the Company Disclosure Scheduleas of September 30, 2021, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000notes thereto, since the filing of included in the Company's proxy statement dated July 22’s Quarterly Report on Form 10-Q for the period ended September 30, 20022021 filed with the SEC on November 3, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by 2021 (such balance sheet and the SEC. Neither notes thereto, the “Company Balance Sheet”), neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities other than (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) liabilities or obligations incurred after the Balance Sheet Date in the ordinary course of business consistent with past practicepractice since the date of the Company Balance Sheet, as have not had (ii) liabilities that are executory performance obligations arising under Contracts to which the Company or any Company Subsidiary is a party (other than to the extent arising from a breach thereof by the Company or any Company Subsidiary), (iii) liabilities or obligations incurred in connection with the Transactions and would not reasonably be expected to have(iv) liabilities or obligations that are not, individually or in the aggregate, a material to the Company. (e) The Company Material Adverse Effect, has established and maintains disclosure controls and procedures (iiias defined in Rules 13a-15 and 15d-15 under the Exchange Act) incurred after that (i) are reasonably designed to ensure that material information relating to the Balance Sheet Date in connection with negotiating this Agreement Company and the Transactions Company Subsidiaries is made known to the Company’s principal executive officer and a reasonable estimate 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 and (ii) perform the functions for which they were established in all material respects. From the date of which is set forth in Section 2.5(d) the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 to the date of this Agreement, the Company’s auditors have not identified to the audit committee of the Company Disclosure ScheduleBoard (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. The Company is in compliance in all material respects with the applicable listing and other rules and regulations of the NYSE. The books and records of the Company and the Company Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (ivf) incurred after Since January 1, 2019, (i) neither the Balance Sheet Date Company nor any Company Subsidiary has received any written nor, to the knowledge of the Company, any oral complaint, allegation, assertion or claim regarding the accounting, auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls or any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable or unlawful accounting or auditing practices and (ii) no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any Company Subsidiary or any of their respective officers, directors, employees or agents to the Company Board or any committee thereof or to the general counsel or chief executive officer of the Company pursuant to the rules of the SEC adopted under Section 307 of the Xxxxxxxx-Xxxxx Act of 2002 and the related rules and regulations promulgated under such act. (g) To the knowledge of the Company, as of the date of this Agreement, there are no (i) SEC inquiries or investigations or (ii) other inquiries or investigations by Governmental Entities or internal investigations pending or to the knowledge of the Company threatened, in each case regarding any accounting practices of the Company or any Company Subsidiary or any malfeasance by any director or executive officer of the Company or any Company Subsidiary. Since January 1, 2019 through the date of this Agreement, there have been no material internal investigations regarding accounting, auditing or revenue recognition discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, chief accounting officer or general counsel of the Company, the Company Board or any committee thereof. (h) Neither the Company nor any Company Subsidiary has effected, entered into or created any securitization transaction or “off-balance sheet arrangement” (as defined in Item 303(b) of Regulation S-K under the Exchange Act) nor do any of them have any commitment to enter into any of such Contracts or similar Contracts, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Company Subsidiary in the ordinary course that are in the aggregate, immaterial in amountCompany SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2017 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated filed with or furnished to the SEC during such period by reference thereinthe Company on a voluntary basis on a Current Report on Form 8-K, but excluding the "Proxy Statement, being collectively referred to as the “Company SEC Documents"”). None of . (b) Each Company SEC Document (i) at the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)time filed, the SEC Documents complied in all material respects with the requirements of requirements of the Xxxxxxxx-Xxxxx Act of 2002 and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) incurred after regarding prevention or timely detection of the Balance Sheet Date unauthorized acquisition, use or disposition of the Company’s properties or assets. (e) The “disclosure controls and procedures” (as defined in connection with negotiating this Agreement Rules 13a‑15(e) and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d15d-15(e) of the Exchange Act) utilized by the Company Disclosure Scheduleare reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (ivas defined in Item 303(a) incurred after of Regulation S-K under the Balance Sheet Date not Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the ordinary course that are Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the aggregateinternal controls over financial reporting of the Company, immaterial (ii) “material weakness” in amountthe internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Since December 31, 2020, the Company has timely filed or furnished all required reportsforms, statements, schedules, forms documents and registration, proxy and other statements reports required to be filed or furnished by it with the SEC since January 1SEC, 2000 together with all certifications required pursuant to SOX (collectivelysuch forms, statements, schedules, documents and in each case including all reports together with any exhibits and schedules thereto and documents other information incorporated by reference therein, the "“Company SEC Documents"”). None of the Company's subsidiaries No Company Subsidiary is required to file periodic reports or furnish any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (b) Each of the Company SEC pursuant Documents (i) at the time filed (or, if amended or superseded by a filing prior to the Exchange Act. As date of their respective effective dates (in this Agreement, then on the date of such amended or superseded filing) or the time at which it became effective, as the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)may be, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and of the NYSE applicable to such Company SEC DocumentsDocument; and (ii) did not at the time it was filed (or, and none if amended or superseded by a filing prior to the date of this Agreement, then on the SEC Documents as date of such respective dates contained amended or superseded filing) or at the time at which it became effective, as the case may be, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included or incorporated by reference in the Company SEC Documents comply as to form complied, at the time they were filed, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except, accounting principles generally accepted in the case United States of unaudited quarterly statements, as indicated in the notes theretoAmerica (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none adjustments). As of which the date of this Agreement, (i) there are no outstanding unresolved comments with respect to the Company or the Company SEC Documents filed with the SEC noted in comment letters or other correspondence received by the Company or its attorneys from the SEC; and (ii) to the Knowledge of the Company, there are no pending formal or informal investigations of the Company by the SEC. The Company is, and since December 31, 2020, has been been, in compliance in all material respects with (i) the applicable provisions of SOX and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (c) Except (i) as reflected or will bereserved against in the Company’s consolidated balance sheet as of March 31, 2024 (or the notes thereto) as included in the Company SEC Documents (the “Most Recent Company Balance Sheet”); (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since March 31, 2024 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate, material). have not had or would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, which liabilities covered by clauses (bii) The Company is in compliance in all material respects with the provisions of Section 13(band (iii) do not exceed five percent (5%) of the Exchange Act. (c) Except as set forth in liabilities and obligations reflected on the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Most Recent Company Disclosure ScheduleBalance Sheet, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, determined or determinable, contingent or otherwise). (d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, (i) any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)). (e) Since December 31, 2023, none of the Company, the Company’s independent accountants, or the Company Board (or the audit committee of the Company Board) has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not requiredmaterial, if known, to be reflected that involves management or reserved against on a consolidated balance sheet other employees of the Company prepared who have a significant role in the internal controls over financial reporting of the Company, and except as expressly described in the Company SEC Documents, there is no such, and as of March 31, 2024 there was no such, “significant deficiency” or “material weakness”. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (f) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP or the notes thereto, except liabilities and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Except as described in the Company SEC Documents, (1) as of March 31, 2024, there were no material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and (2) since December 31, 2023, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the extent set forth on the audited balance sheet Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (h) The Company has made available to Parent or its advisors true and its subsidiaries as complete copies of all written comment letters from the staff of the SEC since December 319, 2002 (2020 relating to the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had Company SEC Documents and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) all written responses of the Company Disclosure Schedulethereto through the date of this Agreement. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, and (iv) incurred after there are no other governmental inquiries or investigations or internal investigations pending or threatened regarding any accounting practices of the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountCompany.

SEC Documents; Undisclosed Liabilities. (a) The Company Cedar has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by Cedar with the SEC since January 1, 2000 2007 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by Cedar on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other “Cedar SEC Documents”). (b) Each Cedar SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Cedar SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Cedar included in the Cedar SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Cedar and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate as reflected or other funds for unlawful contributionsreserved against in Cedar’s consolidated audited balance sheet as of December 31, payments, gifts, 2007 (or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds the notes thereto) as included in violation of Section 30A of the Exchange Act or Filed Cedar SEC Documents and (ii) accepted for liabilities and obligations incurred in connection with or received any unlawful contributionscontemplated by this Agreement, payments, gifts or expenditures. (d) Neither the Company neither Cedar nor any of its subsidiaries Cedar Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Cedar Material Adverse Effect, . (iiid) incurred after Each of the Balance Sheet Date in connection with negotiating this Agreement chief executive officer of Cedar and the Transactions chief financial officer of Cedar (or each former chief executive officer of Cedar and each former chief financial officer of Cedar, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Cedar SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Cedar or any of the Cedar Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Cedar maintains a reasonable estimate system of which is set forth “internal control over financial reporting” (as defined in Section 2.5(dRules 13a-15(f) and 15d-15(f) of the Company Disclosure ScheduleExchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Cedar’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Cedar are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Cedar in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Cedar, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Cedar to make the certifications required under the Exchange Act with respect to such reports. (g) Neither Cedar nor any of the Cedar Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Cedar and any of the Cedar Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance-sheet arrangements” (ivas defined in Item 303(a) incurred after of Regulation S-K under the Balance Sheet Date not Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Cedar or any of the Cedar Subsidiaries in Cedar’s or such Cedar Subsidiary’s published financial statements or other Cedar SEC Documents. (h) Since January 1, 2008, none of Cedar, Cedar’s independent accountants, the Cedar Board or the audit committee of the Cedar Board has received any oral or written notification of any (x) “significant deficiency” in the ordinary course that are internal controls over financial reporting of Cedar, (y) “material weakness” in the aggregateinternal controls over financial reporting of Cedar or (z) fraud, immaterial whether or not material, that involves management or other employees of Cedar who have a significant role in amountthe internal controls over financial reporting of Cedar. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (i) None of the Cedar Subsidiaries is, or has at any time since January 1, 2007 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Surviving Company has timely filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including without limitation all exhibits thereto) with the SEC since January 1, 2000 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Surviving Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the Surviving Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Surviving Company SEC Documents, and none of the Surviving Company SEC Documents as of such respective dates when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except . (b) The consolidated balance sheets and the related consolidated statements of operations, shareholders' equity and changes in financial position (including, without limitation, the notes and schedules thereto) of the Surviving Company and its consolidated subsidiaries for the year ended December 31, 1998 in the form previously delivered to Seller (the "Surviving Company Financial Statements") or in any other SEC Document covering periods subsequent to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none date of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Surviving Company included in the SEC Documents Financial Statements comply as to form in all material respects with 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 unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Surviving Company and its consolidated subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended (ended, subject, in the case of unaudited quarterly consolidated interim financial statements, to normal year-end audit adjustments none of which has been or will beadjustments, individually or and the fact that such interim financial statements were prepared in the aggregate, material). (b) The Company is in compliance in all material respects accordance with the provisions of Section 13(b) rules and regulations of the Exchange ActSEC and, therefore, certain information required by GAAP may have been omitted. (c) Except as set forth in the Surviving Company Financial Statements, as reflected in financial statements contained in Surviving Company SEC Documents filed prior and covering periods subsequent to the date hereof or in Section 2.5(c) of the Surviving Company Financial Statements, or as otherwise set forth in the Surviving Company Disclosure Schedule, or for events (or series of related matters) as to which neither the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Surviving Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in Subsidiaries has any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by generally accepted accounting principles to be reflected recognized or reserved against disclosed on a consolidated balance sheet of the Surviving Company prepared and its consolidated subsidiaries or in accordance with GAAP or the notes thereto, except other than liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) obligations incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and since the date of the Surviving Company Financial Statements that would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, (iii) incurred after Effect on the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountSurviving Company.

SEC Documents; Undisclosed Liabilities. (a) The Company Purchaser has filed all required reports, schedules, forms and registration, proxy and other statements with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the CompanyPurchaser's subsidiaries is are required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Purchaser included in the SEC Documents comply as to form in all material respects with 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 unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, material). (b) The Company Purchaser is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c6.5(c) of the Company Purchaser Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the CompanyPurchaser's proxy statement dated July 22, 2002, to Purchaser's Knowledge, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company Purchaser nor any of its subsidiaries nor, to the CompanyPurchaser's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company Purchaser or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company Purchaser nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company Purchaser prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited unaudited balance sheet of the Company Purchaser and its subsidiaries as of December 31June 30, 2002 2003 (the "Balance Sheet Date") (including the notes thereto) included in the CompanyPurchaser's Report on Form 10-K Q for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Purchaser Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d6.5(d) of the Company Purchaser Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registration, proxy and other statements with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the case of SEC Documents that are registration statements filed pursuant with respect to the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents). (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied or, if not yet filed, will comply in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain or, if not yet filed, will not contain, any untrue statement of a material fact or omitted not omit or, if not yet filed, will not omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents complied or, if not yet filed, will comply at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared or, if not yet filed, will be prepared, in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes theretothereto or (ii) as permitted by Regulation S-X) and fairly present presented or, if not yet filed, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and changes in equity for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or not material in the aggregate, materialamount). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except (i) as set forth reflected or reserved against in the SEC Documents filed prior to the date hereof or in Section 2.5(c) Company’s consolidated unaudited balance sheet as of the Company Disclosure ScheduleSeptember 30, or for events 2014 (or series the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or expressly contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of related mattersbusiness since September 30, 2014 and (iv) as to which for liabilities and obligations that have been discharged or paid in full in the amounts involved do not exceed $60,000ordinary course of business, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf none of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required), if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, that individually or in the aggregate, have had a Company Material Adverse Effect. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) incurred after regarding prevention or timely detection of the Balance Sheet Date unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The “disclosure controls and procedures” (as defined in connection with negotiating this Agreement Rules 13a-15(e) and 15d-15(e) under the Transactions Exchange Act) utilized by the Company are reasonably designed to ensure that material information (both financial and a reasonable estimate non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of which the SEC and that all such information required to be disclosed is set forth in Section 2.5(d) accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company Disclosure Scheduleto make the certifications required under the Exchange Act with respect to such reports. (g) The Company is not a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (h) The Company has disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information in any material respect and (ivii) incurred after the Balance Sheet Date any fraud, whether or not material, that involves management or other employees who have a significant role in the ordinary course that are in the aggregate, immaterial in amountCompany’s internal controls.

SEC Documents; Undisclosed Liabilities. (a) The Since July 14, 2021, the Company has timely filed or furnished all required reportsforms, statements, schedules, forms documents and registration, proxy and other statements reports required to be filed or furnished by it with the SEC since January 1SEC, 2000 together with all certifications required pursuant to SOX (collectivelysuch forms, statements, schedules, documents and in each case including all reports together with any exhibits and schedules thereto and documents other information incorporated by reference therein, the "“Company SEC Documents"”). None of the Company's subsidiaries No Company Subsidiary is required to file periodic reports or furnish any report, schedule, form, statement, prospectus, registration statement or other document with the SEC. (b) Each of the Company SEC pursuant Documents (i) at the time filed (or, if amended or superseded by a filing prior to the Exchange Act. As date of their respective effective dates (in this Agreement, then on the date of such amended or superseded filing) or the time at which it became effective, as the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)may be, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and of the NYSE applicable to such Company SEC DocumentsDocument; and (ii) did not at the time it was filed (or, and none if amended or superseded by a filing prior to the date of this Agreement, then on the SEC Documents as date of such respective dates contained amended or superseded filing) or at the time at which it became effective, as the case may be, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included or incorporated by reference in the Company SEC Documents comply as to form complied, at the time they were filed, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP (except, accounting principles generally accepted in the case United States of unaudited quarterly statements, as indicated in the notes theretoAmerica (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none adjustments). As of which the date of this Agreement, (i) there are no outstanding unresolved comments with respect to the Company or the Company SEC Documents filed with the SEC noted in comment letters or other correspondence received by the Company or its attorneys from the SEC; and (ii) to the Knowledge of the Company, there are no pending formal or informal investigations of the Company by the SEC. The Company is, and since July 14, 2021, has been been, in compliance in all material respects with (i) the applicable provisions of SOX and (ii) the applicable listing and corporate governance rules and regulations of the NYSE. (c) Except (i) as reflected or will bereserved against in the Company’s unaudited consolidated balance sheet as of June 30 2024 (or the notes thereto) as included in the Company SEC Documents (the “Most Recent Company Balance Sheet”); or (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 30, 2024 or in connection with or contemplated by this Agreement; and (iii) for liabilities and obligations that, individually or in the aggregate, material). have not had or would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, which liabilities covered by clauses (bii) The Company is in compliance in all material respects with the provisions of Section 13(band (iii) do not exceed five percent (5%) of the Exchange Act. (c) Except as set forth in liabilities and obligations reflected on the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Most Recent Company Disclosure ScheduleBalance Sheet, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, due or to become due, determined or determinable, contingent or otherwise). (d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, (i) any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or (ii) any “off-balance-sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)). (e) Since December 31, 2023, none of the Company, the Company’s independent accountants, or the Company Board (or the audit committee of the Company Board) has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not requiredmaterial, if known, to be reflected that involves management or reserved against on a consolidated balance sheet other employees of the Company prepared who have a significant role in the internal controls over financial reporting of the Company, and except as expressly described in the Company SEC Documents, there is no such, and as of June 30, 2024 there was no such, “significant deficiency” or “material weakness.” For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (f) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP or the notes thereto, except liabilities and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. Except as described in the Company SEC Documents, (1) as of June 30, 2024, there were no material weaknesses in the Company’s internal control over financial reporting (whether or not remediated) and (2) since December 31, 2023, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the extent set forth on the audited balance sheet Chief Executive Officer and Chief Financial Officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (h) The Company has made available to Parent or its advisors true and its subsidiaries as complete copies of December 31all written comment letters from the staff of the SEC since July 14, 2002 (2021 relating to the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had Company SEC Documents and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) all written responses of the Company Disclosure Schedulethereto through the date of this Agreement. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, and (iv) incurred after there are no other governmental inquiries or investigations or internal investigations pending or threatened regarding any accounting practices of the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountCompany.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registration, proxy and other registration statements with the SEC required to be filed pursuant to the Securities Act or the Exchange Act and the rules and regulations of the SEC promulgated thereunder since January 1, 2000 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the SEC Documents comply (the "SEC Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none and the absence of which has been or will be, individually or in the aggregate, materialfootnotes). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth in the SEC Documents filed prior to the date hereof or in on Section 2.5(c) 3.5 of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing best knowledge of the Company's proxy statement dated , since July 2231, 20022000 until the date hereof, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither neither the Company nor any of its subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December July 31, 2002 (the "Balance Sheet Date") 2000 (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after the Balance Sheet Date July 31, 2000 in the ordinary course of business and consistent with past practice, (iv) to the extent specifically described in the SEC Documents filed since July 31, 2000 but on or prior to the date hereof (the "Recent SEC Documents"), or (v) as have not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and all other information incorporated therein) with the SEC since January 1December 31, 2000 2002 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Company SEC Documents as when filed (unless amended or superseded in a Company SEC Document, then on the date of such respective dates later filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any a Company SEC Document has been revised or superseded by in a later-subsequently filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Company included in the Company SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the "Accounting Rules"), have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring non-material year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c3.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which Letter contains the amounts involved do not exceed $60,000, since the filing audited consolidated financial statements of the Company's proxy statement dated July 22Company as of December 31, 2002, no event has occurred that would be required and such financial statements have been prepared in accordance with GAAP applied on a consistent basis and present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of December 31, 2002 and their consolidated results of operations and cash flows for the year then ended (except for the omission of the notes thereto and subject to be reported non-material year-end audit adjustments). (d) Except (i) as a "Certain Relationship reflected in the most recent financial statements included in the Company SEC Documents or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by in the SEC. Neither notes thereto or (ii) for liabilities incurred in connection with this Agreement, neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in Subsidiaries has any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount).

SEC Documents; Undisclosed Liabilities. (a) The Company Qwest has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by Qwest with the SEC since January 1, 2000 2008 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by Qwest on a voluntary basis on a Current Report on Form 8-K, but excluding the Joint Proxy Statement and the Form S-4, being collectively referred to as the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other “Qwest SEC Documents”). (b) Each Qwest SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Qwest SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Qwest included in the Qwest SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects the consolidated financial position of the Company Qwest and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate as reflected or other funds for unlawful contributionsreserved against in Qwest’s consolidated audited balance sheet as of December 31, payments, gifts, 2009 (or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds the notes thereto) as included in violation of Section 30A of the Exchange Act or Filed Qwest SEC Documents and (ii) accepted for liabilities and obligations incurred in connection with or received any unlawful contributionscontemplated by this Agreement, payments, gifts or expenditures. (d) Neither the Company neither Qwest nor any of its subsidiaries Qwest Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Qwest Material Adverse Effect, . (iiid) incurred after Each of the Balance Sheet Date in connection with negotiating this Agreement chief executive officer of Qwest and the Transactions chief financial officer of Qwest (or each former chief executive officer of Qwest and each former chief financial officer of Qwest, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Qwest SEC Documents, and the statements contained in such certifications are true and accurate. None of Qwest or any of the Qwest Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Qwest maintains a reasonable estimate system of which is set forth “internal control over financial reporting” (as defined in Section 2.5(dRules 13a-15(f) and 15d-15(f) of the Company Disclosure ScheduleExchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Qwest’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by Qwest are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Qwest in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Qwest, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Qwest to make the certifications required under the Exchange Act with respect to such reports. (g) Neither Qwest nor any of the Qwest Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Qwest and any of the Qwest Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (ivas defined in Item 303(a) incurred after of Regulation S-K under the Balance Sheet Date not Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Qwest or any of the Qwest Subsidiaries in Qwest’s or such Qwest Subsidiary’s published financial statements or other Qwest SEC Documents. (h) Since January 1, 2008, none of Qwest, Qwest’s independent accountants, the Qwest Board or the audit committee of the Qwest Board has received any oral or written notification of any (x) “significant deficiency” in the ordinary course that are internal controls over financial reporting of Qwest, (y) “material weakness” in the aggregateinternal controls over financial reporting of Qwest or (z) fraud, immaterial whether or not material, that involves management or other employees of Qwest who have a significant role in amountthe internal controls over financial reporting of Qwest. (i) None of the Qwest Subsidiaries other than Qwest Corporation is, or has at any time since January 1, 2008 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2015 (collectivelysuch documents, together with any documents filed with or furnished to the SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement and in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthe Form S‑4, being collectively referred to as the "“Company SEC Documents"”). None of . (b) Each Company SEC Document (i) at the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) incurred after regarding prevention or timely detection of the Balance Sheet Date unauthorized acquisition, use or disposition of the Company’s properties or assets. (e) The “disclosure controls and procedures” (as defined in connection with negotiating this Agreement Rules 13a‑15(e) and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d15d-15(e) of the Exchange Act) utilized by the Company Disclosure Scheduleare reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (ivas defined in Item 303(a) incurred after of Regulation S-K under the Balance Sheet Date not Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the ordinary course that are Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (g) As of the date hereof, since January 1, 2017, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the aggregateinternal controls over financial reporting of the Company, immaterial (ii) “material weakness” in amountthe internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (h) None of the Company Subsidiaries is, or has at any time since January 1, 2017 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Since September 30, 1998, the Company has filed all required reports, schedules, forms and registrationforms, proxy proxy, registration and other statements and other documents with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None As of the Company's subsidiaries is required to file periodic reports with date of this Agreement, the last SEC pursuant to Document filed by the Exchange ActCompany was its Quarterly Report on Form 10-Q for the quarter ended December 31, 1999. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents. As of their respective filing dates, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any SEC Document has such statements have been revised modified or superseded by a laterlater SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the SEC Documents (as amended or supplemented by any later filed SEC DocumentDocument filed and publicly available prior to January 1, none 2000), comply as to form in all material respects with applicable accounting requirements and the rules and regulations of the SEC Documents contains with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in notes thereto) and fairly present the consolidated financial position of the Company and the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the SEC Documents, neither the Company nor any Subsidiary has any obligation or liability of any nature whatsoever (direct or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended December 31, 1999, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company and the Subsidiaries taken as a whole. (b) At the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or omits omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. The consolidated financial statements of the Company included in the SEC Documents Proxy Statement shall comply as to form in all material respects with 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 unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A requirements of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither and the rules and regulations promulgated thereunder except that the Company nor makes no representation, warranty or covenant with respect to any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of written information supplied by the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included Purchasers specifically for inclusion in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountProxy Statement.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2018 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement and the Schedule 13E-3, being collectively referred to as the Exchange Act. As “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed or, if amended or supplemented, as of their respective effective dates the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and , as of their respective SEC filing dates (in the case of all other SEC Documentseffective dates), the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or became effective in the case of registration statements or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to the absence of footnote disclosure and to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except (i) as set forth reflected or reserved against in the Company’s consolidated balance sheet as of June 30, 2019 (or the notes thereto) included in the Filed Company SEC Documents filed prior to Documents, (ii) for liabilities and obligations incurred in connection with the date hereof transactions contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business since June 30, 2019, and (iv) for other liabilities and obligations that individually or in Section 2.5(c) of the aggregate have not had and would not reasonably be expected to have a Company Disclosure ScheduleMaterial Adverse Effect, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf none of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, which would be required to be recorded or reflected or reserved against on a consolidated balance sheet of sheet, or in the Company prepared in accordance with GAAP or the notes footnotes thereto, except liabilities under GAAP. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance (i) that transactions are recorded as and necessary to the extent set forth on the audited balance sheet permit preparation of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included financial statements in the Company's Report on Form 10-K for the period then endedconformity with GAAP consistently applied, (ii) incurred after that transactions are executed only in accordance with the Balance Sheet Date in the ordinary course authorization of business consistent with past practice, as have not had management and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after regarding prevention or timely detection of the Balance Sheet Date unauthorized acquisition, use or disposition of the Company’s properties or assets. No material weakness exists with respect to the Company’s system of internal control over financial reporting that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC. (e) The “disclosure controls and procedures” (as defined in connection Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with negotiating this Agreement and respect to such reports. (f) None of the Transactions and a reasonable estimate Company Subsidiaries is, or has at any time since January 1, 2018 been, subject to the reporting requirements of which is set forth in Section 2.5(d13(a) or 15(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company Interiors has filed all required registration statements, prospectuses, reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and all other information incorporated therein) with the SEC since January 1June 30, 2000 1994 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Interiors SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the Interiors SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Interiors SEC Documents, and none of the Interiors SEC Documents as of such respective dates when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Interiors included in the Interiors SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Interiors and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually adjustments. Except (i) as reflected in such financial statements or in the aggregatenotes thereto, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted for liabilities incurred in connection with this Agreement or received any unlawful contributionsthe transactions contemplated hereby, paymentsor (iii) liabilities incurred in the ordinary course of business, gifts or expenditures. (d) Neither the Company neither Interiors nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havewhich, individually or in the aggregate, would have a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountmaterial adverse effect on Interiors.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents with the SEC Securities and Exchange Commission ("SEC") since January 1October 9, 2000 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as amended, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act, or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed subsequent filing with the SEC Document(a copy of which has been provided to MergerCo prior to the date of this Agreement), none of the SEC Documents filed by the Company since May 31, 1997 and prior to the date of this Agreement (the "Recent SEC Documents") contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the all SEC Documents filed since October 9, 1996 (the "SEC Financial Statements") comply as to form in all material respects with 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 unaudited consolidated quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments adjustments, none of which has been or will bewhich, individually or in the aggregate, aggregate is material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth provided for in the SEC Documents filed prior to balance sheet contained in the date hereof or in Section 2.5(c) most recent audited financial statements of the Company included in the Recent SEC Documents (the "Year End Balance Sheet") and except as disclosed in Section 4.5 of the Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except (x) liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary and usual course of business and consistent with past practice, as have (y) liabilities specifically incurred in connection with the transactions contemplated by this Agreement, and (z) other liabilities which will not had and would not reasonably be expected to have, individually or exceed $2,000,000 in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate exclusive of which is set forth in obligations under Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount10.2 hereof.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2009 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except (i) as set forth reflected or reserved against in the Company’s consolidated audited balance sheet as of December 31, 2010 (or the notes thereto) as included in the Filed Company SEC Documents filed prior to the date hereof and (ii) for liabilities and obligations incurred in connection with or in Section 2.5(c) of the Company Disclosure Schedulecontemplated by this Agreement, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect, . (iiid) incurred after Each of the Balance Sheet Date in connection with negotiating this Agreement chief executive officer of the Company and the Transactions chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a reasonable estimate system of which is set forth “internal control over financial reporting” (as defined in Section 2.5(dRules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company Disclosure Scheduleare reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (ivas defined in Item 303(a) incurred after of Regulation S-K under the Balance Sheet Date not Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the ordinary course that are Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (h) Since January 1, 2009, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (x) “significant deficiency” in the aggregateinternal controls over financial reporting of the Company, immaterial (y) “material weakness” in amountthe internal controls over financial reporting of the Company or (z) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (i) None of the Company Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (ai) The Company has filed all required reports, schedules, forms and registration, proxy registration statements and other statements documents with the SEC since January 1November 30, 2000 2004 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Company SEC Documents"”). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates of filing with the SEC (in the case of SEC Documents that are registration statements filed pursuant or, if amended or superseded by a filing prior to the Securities Act) and date hereof, as of their respective SEC filing dates (in the case date of all other SEC Documentssuch filing), the Company SEC Documents complied in all material respects respects, with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto and, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated permitted by Form 10-Q of the SEC), have been prepared in the notes thereto) accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretodisclosed therein) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations operations, changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods then ended (subject, in shown. There are no outstanding comments from the case Staff of unaudited quarterly statements, the SEC with respect to normal year-end audit adjustments none any of which has been or will be, individually or in the aggregate, material)Company SEC Documents. (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (cii) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(cfor (A) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred those liabilities that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be are fully reflected or reserved against on a for in the consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December May 31, 2002 (the "Balance Sheet Date") (including the notes thereto) 2007 included in the Company's financial statements of Company included in its Quarterly Report on Form 10-K Q for the period then endedfiscal quarter ended May 31, 2007, as filed with the SEC prior to the date of this Agreement (the “Company Financial Statements”), (iiB) liabilities incurred after the Balance Sheet Date since May 31, 2007 in the ordinary course of business consistent with past practice, as have (C) liabilities which were not had and would not reasonably required to be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(da consolidated balance sheet of Company, (D) liabilities incurred pursuant to the transactions contemplated by this Agreement, (E) liabilities or obligations discharged or paid in full prior to the date of this Agreement in the ordinary course of business consistent with past practice, and (F) potential liabilities disclosed on Schedule 3.2(d)(ii) of the Company Disclosure Schedule, Company and its Subsidiaries do not have, and since November 30, 2006, Company and its Subsidiaries have not incurred (iv) incurred after the Balance Sheet Date except as permitted by Section 4.2), any liabilities or obligations of any nature whatsoever (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected in the ordinary course that are Company’s financial statements in the aggregate, immaterial in amountaccordance with generally accepted accounting principles).

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2016 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by the Company on a voluntary basis on a Current Report on Form 8-K including any amendments or supplements thereto, but excluding the Proxy Statement, being collectively referred to as the Exchange Act. As “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed, or, if amended or supplemented, as of their respective effective dates the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and , as of their respective SEC filing dates (in the case of all other SEC Documentseffective dates), the SEC Documents complied in all material respects with the all applicable requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or became effective in the case of registration statements) or if amended, and none modified or superseded by a filing or amendment prior to the date of this Agreement, then at the SEC Documents as time of such respective dates contained filing or amendment contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited and unaudited consolidated financial statements (including the related notes and schedules thereto) of the Company included (or incorporated by reference) in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP United States generally accepted accounting principles (except“GAAP”) (except as may be indicated in the notes thereto, or, in the case of unaudited quarterly financial statements, as indicated in permitted by Form 10-Q or 8-K, and except that the notes theretounaudited financial statements may not contain footnotes and are subject to normal year-end adjustments that are not expected to be material) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof their respective dates, and the consolidated income, results of their operations operations, changes in financial position and cash flows and, except in the case of the Company’s quarterly report filings with the SEC on Form 10-Q, stockholders’ equity, for the periods then ended shown (subject, in the case of the unaudited quarterly financial statements, as permitted by Form 10-Q to the absence of footnote disclosure and to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in The forecasted projections of the SEC Documents filed prior to the date hereof or Company included in Section 2.5(c4.06(c) of the Company Disclosure ScheduleLetter is the most recent financial information made available, or as of the date of this Agreement, to the Chief Executive Officer of the Company with respect to the consolidated income, consolidated cash balance and consolidated debt balance of the Company and its consolidated subsidiaries as of, and for events (or series of related matters) as the period ending, December 31, 2017 and, to which the amounts involved do not exceed $60,000, since the filing Knowledge of the Company's proxy statement dated July 22, 2002was prepared from the books and records of the Company; provided, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither however, the Company nor any of its subsidiaries nor, makes no other representation as to the accuracy or completeness of the forecasted projections of the Company included in Section 4.06(c) of the Company Disclosure Letter. (d) Except (i) as reflected or reserved against in the Company's knowledge’s consolidated balance sheet as of December 31, any director2016 (or the notes thereto) included in the Company SEC Documents (the “Company Balance Sheet”), officer(ii) for contractual liabilities and contractual obligations incurred in connection with this Agreement, agent(iii) for liabilities and obligations that have been incurred in the ordinary course of business consistent with past practice since December 31, employee 2016 and (iv) for liabilities and obligations that have been discharged or other Person acting on behalf paid in full in the ordinary course of business consistent with past practice, none of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). There are no (A) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet unconsolidated Subsidiaries of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d4.06(d) of the Company Disclosure ScheduleLetter, or (B) off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the Company SEC Documents or any obligations of the Company or any of the Company Subsidiaries to enter into any such arrangements. (e) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act, Sections 302 and 906 of SOX and the NYSE, and the statements contained in any such certifications are true, correct and complete. (f) Since January 1, 2016, the Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. To the Knowledge of the Company, since January 1, 2016, neither the Company nor the Company’s independent registered accountant has identified or been aware of, and the Company has disclosed based on its most recent evaluation of internal controls prior to the date hereof to its auditors and audit committee, (i) any “significant deficiencies” or “material weaknesses” (both terms as defined by the Public Company Accounting Oversight Board Interim Standard AU 325 parts 2 and 3) in the design or operation of internal controls over financial reporting utilized by the Company that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information, and (ivii) incurred after the Balance Sheet Date any fraud, whether or not material, that involves management or other employees who have a significant role in the ordinary course Company’s internal controls over financial reporting. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that are material information (both financial and non-financial) required to be disclosed by the Company in the aggregatereports that it files or submits under the Exchange Act is recorded, immaterial processed, summarized and reported within the time periods specified in amountthe rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (h) None of the Company Subsidiaries are, or have at any time since January 1, 2016 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company Since December 31, 2016, the Partnership has filed all required reports, schedules, forms and registration, proxy and other statements or furnished with the SEC since January 1all forms, 2000 registration statements, reports, schedules and statements required to be filed or furnished under the Exchange Act or the Securities Act (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Partnership SEC Documents"”). None of At the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently filed Partnership SEC Documents that are registration statements filed pursuant prior to the Securities Act) and date of this Agreement, in which case as of their respective SEC filing dates (in the case date of all other SEC Documentssuch amendment), the each Partnership SEC Documents Document complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact fact, or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. Except None of the Partnership’s Subsidiaries or the Partnership GP is required to file periodic reports with the SEC pursuant to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Exchange Act. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Partnership included in the Partnership SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial position of the Company Partnership and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth reflected or reserved against in the consolidated balance sheet of the Partnership, as of December 31, 2017, or the notes thereto, included in the Partnership SEC Documents filed prior to (such balance sheet and the date hereof or in Section 2.5(c) of notes thereto, the Company Disclosure Schedule“Partnership Balance Sheet”), or for events (or series of related matters) as to which the amounts involved Partnership and its Subsidiaries do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship have any liability or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) whether other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Partnership Balance Sheet, (ii) liabilities or obligations not required, if known, required to be reflected or reserved against on disclosed in a consolidated balance sheet of the Company Partnership or in the notes thereto prepared in accordance with GAAP or and the notes rules and regulations of the SEC applicable thereto, except (iii) liabilities reflected or reserved against in the unaudited quarterly financial statements (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31including, 2002 (the "Balance Sheet Date") (including the notes thereto) of the Partnership included in the Company's Partnership SEC Documents, (iv) liabilities or obligations incurred in connection with the transactions contemplated hereby and (v) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, have a Partnership Material Adverse Effect. (d) The Partnership has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Partnership’s Annual Report on Form 10-K for the period then endedfiscal year ended December 31, 2017 to the date of this Agreement, the Partnership’s auditors and the GP Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Partnership’s ability to record, process, summarize and report financial information or (ii) incurred after the Balance Sheet Date any fraud, whether or not material, that involves management or other employees who have a significant role in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountPartnership’s internal control over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Since June 27, 2009, the Company has filed with or furnished to the SEC all required reports, schedules, forms and registrationregistration statements (including without limitation the registration statement on Form S-3 filed September 24, proxy and other statements with the SEC since January 12010, 2000 as amended) (collectively, and in each case including all exhibits exhibits, schedules, and schedules amendments thereto and other documents incorporated by reference therein, the "“SEC Documents"”). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act Act, and the Securities Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except None of the Company’s Subsidiaries is, or at any time since June 27, 2009 has been, required to file any forms, reports or other documents with the SEC. The Company has previously delivered (except to the extent that such filings are publicly available on the XXXXX system) to Parent each registration statement, report, proxy statement or information contained statement (other than preliminary materials) filed by the Company with the SEC since June 27, 2009, each in the form (including exhibits and any amendments thereto) filed with the SEC Document has been revised prior to the date hereof. There are no outstanding or superseded unresolved comments from any comment letters received by a later-the Company from the SEC relating to reports, statements, schedules, registration statements or other filings filed SEC Documentby the Company with the SEC. To the Knowledge of the Company, none of the SEC Documents contains is the subject of any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make ongoing review by the statements therein, in light of the circumstances under which they were made, not misleading. SEC. (b) The consolidated financial statements of the Company included in the SEC Documents (the “SEC Financial Statements”) comply as to form in all material respects with 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 (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth in the SEC Documents filed prior to the date hereof or in on Section 2.5(c3.5(b) of the Company Disclosure Schedule, since June 27, 2009, the Company has not received notice from the SEC or for events (any other Governmental Entity that any of its accounting policies or series practices are the subject of related matters) as to any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship comments have either been satisfied or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated withdrawn by the SEC. Neither . (c) Since July 2, 2011, neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries consolidated Subsidiaries as of December 31July 2, 2002 (the "Balance Sheet Date") 2011 (including the notes thereto) included in the Company's Report on Form 10-K for the period then endedSEC Documents, (ii) as incurred after the Balance Sheet Date July 2, 2011 in the ordinary course of business and consistent with past practice, (iii) as have not had described in the Company’s quarterly report on Form 10-Q filed on May 7, 2012 (together with the Company’s annual report on Form 10-K, filed on September 2, 2011, the Company’s definitive proxy statement, filed on September 15, 2011, the Company’s quarterly reports on Form 10-Q, filed on November 7, 2011, and February 8, 2012, and all current reports on Form 8-K filed by the Company since September 2, 2011, (collectively, the “Recent SEC Documents”), or (iv) as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is, or has been at any time since June 27, 2009, a party to any securitization transactions or “off-balance sheet arrangements” (iiias defined in Item 303 of Regulation S-K of the Exchange Act) incurred after or any similar arrangements where the Balance Sheet Date result, purpose or effect is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in connection the SEC Documents or the SEC Financial Statements. (d) The Company has not filed any report with negotiating the SEC, NASDAQ, or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the date of this Agreement Agreement, remains confidential. (e) The principal executive officer of Company and the Transactions principal financial officer of Company (and a reasonable estimate each former principal executive officer or principal financial officer of which is set forth Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Documents filed since such certifications have been required and such filings were true and correct in Section 2.5(d) all material respects when made. Nothing has come to the attention of the principal executive officer or principal financial officer of the Company Disclosure Schedulethat would preclude each of them from being able to make the certifications in the Company’s next quarterly report on Form 10-Q when due. For purposes of this Section 3.5(e), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Since June 27, 2009, neither the Company nor any of its Subsidiaries has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act. (f) The Company has implemented and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and Section 404 of the Xxxxxxxx-Xxxxx Act which (i) are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company’s filings with the SEC and other public disclosure documents; and (ivii) incurred after ensures that material information is accumulated and communicated to the Balance Sheet Date not Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, to the Company’s auditors and the audit committee of the Board of the Company (x) any significant deficiencies and material weaknesses in the ordinary course design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the aggregate, immaterial in amountCompany’s internal controls over financial reporting.

SEC Documents; Undisclosed Liabilities. (ai) The Company Lxxxx has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by it with the SEC since January 1, 2000 (collectively2013, pursuant to Sections 13(a), 14(a) and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None 15(d) of the Company's subsidiaries is required to file periodic reports with Exchange Act (the “SEC pursuant to the Exchange Act. Reports”). (ii) As of their its respective effective dates (in the case of filing date, each SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Report complied in all material respects with the requirements of the Securities Exchange Act and the Securities Actof 1934, as amended (the case may be, “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingReport. Except to the extent that information contained in any SEC Document Report has been revised or superseded by a later-filed later SEC DocumentReport, none of the SEC Documents Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Lxxxx included in the SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP the U.S. generally accepted accounting principles (except, in the case of unaudited quarterly statements, as indicated in permitted by the notes theretorules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Lxxxx as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (ciii) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure ScheduleReports, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, Lxxxx has no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by U.S. generally accepted accounting principles to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared Lxxxx or in accordance with GAAP or the notes thereto, except . There are no financial or contractual obligations and liabilities (iincluding any obligations to issue capital stock or other securities) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred due after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountdate hereof.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by the Company with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant Document complied as to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied form in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with 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 ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth in the Company SEC Documents filed and publicly available prior to the date hereof or in Section 2.5(c) of (the "Filed Company Disclosure ScheduleSEC Documents"), or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by GAAP to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared and its consolidated subsidiaries or in accordance with GAAP or the notes thereto, except liabilities (i) as thereto and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed or furnished, as applicable, all required reports, schedules, forms and registrationforms, proxy statements and other statements documents with the SEC required to be filed or furnished, as applicable, by the Company since January 1, 2000 2009, under the Securities Act and the Exchange Act (collectivelysuch documents, together with any documents and in each case including all exhibits and schedules thereto and documents information incorporated therein by reference therein, and together with any documents filed during such period by the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports Company with the SEC pursuant on a voluntary basis on Current Reports on Form 8-K as supplemented or amended, referred to collectively as the “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed or furnished (and if amended or superseded by a filing or amendment prior to the Exchange Act. As date of their respective effective dates (this Agreement, then at the time of such filing and in the case of SEC Documents that are registration statements filed pursuant to and proxy statements, on the Securities Act) dates of effectiveness and as the dates of their respective SEC filing dates (in the case of all other SEC Documentsmailing, respectively), the SEC Documents complied as to form in all material respects with the requirements of the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed or furnished (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective filing, or in the case of registration statements and proxy statements, then on the dates contained of effectiveness and the dates of mailing, respectively) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The Company has not received any written notification of, and to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Knowledge of the SEC Documents contains any untrue statement of a material fact Company there are no, outstanding or omits to state any material fact required to be stated therein or necessary unresolved comments in order to make such comment letters received by the statements therein, in light Company from the SEC. (c) Each of the circumstances under which they were made, not misleading. The consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents comply filed since January 1, 2009, complied as to form at the time it was filed (and if amended or superceded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, have has been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) in all material respects (except, in the case of unaudited quarterly statements, as indicated in permitted by the notes theretorules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in all material respects (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (cd) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) 5.6 of the Company Disclosure ScheduleLetter, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to haveor obligations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The Company Subsidiary is not, nor has at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (iiie) incurred after The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Balance Sheet Date Exchange Act) are reasonably designed to ensure that all material information relating to the Company, including the Company Subsidiary, that is required to be disclosed by the Company in connection with negotiating this Agreement the reports it files under the Exchange Act is timely made known to the Company’s management, including the principal executive officer and the Transactions principal financial officer or Persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (f) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and a 15d-15(f) of the Exchange Act) sufficient to provide reasonable estimate assurance regarding the reliability of which is financial reporting and the preparation of financial statements in conformity with GAAP, together with the other reasonable assurances included in the above-referenced definition. Except as set forth in Section 2.5(d5.6(f) of the Company Disclosure ScheduleLetter, and since January 1, 2011, the Company has not received any oral or written notification of any (ivi) incurred after the Balance Sheet Date not “significant deficiency” or (ii) “material weakness” in the ordinary course Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that are has not been appropriately and adequately remedied by the Company, as certified by the Company’s independent accountants. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Exchange Act Rule 12b-2, as in effect on the aggregate, immaterial in amountdate of this Agreement.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, certifications, schedules, forms and registrationforms, proxy statements and other statements documents (including amendments, exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January July 1, 2000 2016 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Information Statement and Proxy Statement, being collectively referred to as the Exchange Act“Company SEC Documents”). As of their respective effective dates the date of this Agreement, there are no unresolved comments received from the SEC with respect to the Company SEC Documents. (b) Each Company SEC Document (i) at the time filed (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and , as of their respective SEC filing dates (in the case of all other SEC Documentseffective dates), the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to the absence of footnote disclosure and to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except (i) as set forth reflected or reserved against in the SEC Documents filed prior to the date hereof or in Section 2.5(c) Company’s consolidated balance sheet as of the Company Disclosure ScheduleDecember 31, or for events 2016, (or series the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of related mattersbusiness since December 31, 2016 and (iv) as to which for liabilities and obligations that have been discharged or paid in full in the amounts involved do not exceed $60,000ordinary course of business, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf none of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, which are required to be recorded or reflected or reserved against on a consolidated balance sheet sheet, including the footnotes thereto, under GAAP, that individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect or has required or would reasonably be expected to require the Company to restate its financial statements. As of the date hereof, there are no (A) unconsolidated Subsidiaries of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on in Section 4.06(c) of the audited Company Disclosure Letter, or (B) off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the Company SEC Documents or any obligations of the Company or any of the Company Subsidiaries to enter into any such arrangements. (d) Each of the principal executive officer of the Company and its subsidiaries as the principal financial officer of December 31, 2002 the Company (or each former principal executive officer of the "Balance Sheet Date") (including the notes thereto) included in Company and each former principal financial officer of the Company's Report on Form 10-K for , as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the period then endedExchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) incurred after that transactions are executed only in accordance with the Balance Sheet Date authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the ordinary course reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of business consistent with past practicethe SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) None of the Company Subsidiaries is, or has at any time since July 1, 2016 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (h) Since July 1, 2015 through the date hereof, the Company has disclosed to the Company’s auditors and the audit committee of the Company Board, (i) any significant deficiencies or material weaknesses in its internal controls and procedures over financial reporting and (ii) any written allegation of fraud that involves management of the Company or any other employees of the Company and the Company Subsidiaries who have not had a significant role in the Company’s internal controls over financial reporting or disclosure controls and procedures, except in each case as would not reasonably be expected to havebe material to the Company and the Company Subsidiaries, taken as a whole. Since July 1, 2015 through the date of this Agreement, neither the Company nor any Company Subsidiary has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or the Company Subsidiaries or their respective internal accounting controls that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2000 2014 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other “Company SEC Documents”). (b) Each Company SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or permitted by Regulation S-X) and fairly present presented in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except (i) as set forth reflected or reserved against in the Company’s consolidated unaudited balance sheet as of September 30, 2016 (or the notes thereto) as included in the Filed Company SEC Documents filed prior to the date hereof and (ii) for liabilities and obligations incurred in connection with or in Section 2.5(c) of the Company Disclosure Schedulecontemplated by this Agreement, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect, . (iiid) incurred after Each of the Balance Sheet Date in connection with negotiating this Agreement chief executive officer of the Company and the Transactions chief financial officer of the Company (or each former chief executive officer of the Company and each former chief financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a reasonable estimate system of which is set forth “internal control over financial reporting” (as defined in Section 2.5(dRules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied in all material respects, (B) that receipts and expenditures are made only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets could have a material effect on the financial statements. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company Disclosure Scheduleare reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (ivas defined in Item 303(a) incurred after of Regulation S-K under the Balance Sheet Date not Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the ordinary course that are Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (h) Since January 1, 2014, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any written notification, or to the Knowledge of the Company any oral notification, of any (x) “significant deficiency” in the aggregateinternal controls over financial reporting of the Company, immaterial (y) “material weakness” in amountthe internal controls over financial reporting of the Company or (z) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (i) None of the Company Subsidiaries is, or has at any time since January 1, 2014 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (j) To the Knowledge of the Company, none of the Company, any of the Company Subsidiaries, or any director, officer, auditor or accountant of the Company or any of the Company Subsidiaries has, since January 1, 2014, received written notice of any substantive complaint, allegation, assertion or claim that the Company or any of the Company Subsidiaries has engaged in any improper accounting or auditing practice that was reported to the audit committee of the Company Board. (k) To the Knowledge of the Company, no employee of the Company or any of the Company Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Law of the type described in Section 806 of SOX by the Company or any of the Company Subsidiaries. Neither the Company nor any of the Company Subsidiaries nor, to the Knowledge of the Company, any director, officer, auditor, accountant, consultant or authorized representative of the Company or any of the Company Subsidiaries has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of the Company or any of the Company Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of SOX. (l) As of the date of this Agreement, the Company is in material compliance with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents with the SEC since January relating to periods commencing on or after September 1, 2000 1998 (collectivelysuch reports, schedules, forms, statements and in each case including all exhibits and schedules thereto and other documents incorporated by reference therein, being hereinafter referred to as the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with 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 in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated 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 its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the most recent financial statements included in the Filed Company SEC Documents filed prior to the date hereof or in Section 2.5(c) of Documents, the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, has no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, which would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then endedfinancial statements, (ii) incurred after the Balance Sheet Date in the ordinary course and there is no existing condition, situation or set of business consistent with past practice, as have not had and would not circumstances that could reasonably be expected to haveresult in such a liability or obligation (including any claims, whether or not asserted, for royalty payments), that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company Parent has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2000 2013 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated by reference therein, the "SEC Documents"). None of the Company's subsidiaries is required to file periodic reports filed with the SEC pursuant during such period by Parent on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement/Consent Solicitation Statement and the Form S-4, being collectively referred to as the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other “Parent SEC Documents”). (b) Each Parent SEC Document (i) at the time filed, the SEC Documents complied in all material respects with the requirements of the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Parent included in the Parent SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate as reflected or other funds for unlawful contributionsreserved against in Parent’s consolidated unaudited balance sheet as of June 30, payments2014 (or the notes thereto) as included in the Filed Parent SEC Documents, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributionsfor liabilities and obligations incurred since June 30, payments2014 in the ordinary course of business and (iii) for liabilities and obligations incurred as permitted by this Agreement, gifts or expenditures. (d) Neither the Company neither Parent nor any of its subsidiaries Parent Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Parent Material Adverse Effect, . (iiid) incurred after Each of the Balance Sheet Date in connection with negotiating this Agreement chief executive officer of Parent and the Transactions chief financial officer of Parent (or each former chief executive officer of Parent and each former chief financial officer of Parent, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Parent SEC Documents, and the statements contained in such certifications are true and accurate. For purposes of this Agreement, “chief executive officer” and “chief financial officer” shall have the meanings given to such terms in SOX. None of Parent or any of the Parent Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) Parent maintains a reasonable estimate system of which is set forth “internal control over financial reporting” (as defined in Section 2.5(dRules 13a-15(f) and 15d-15(f) of the Company Disclosure ScheduleExchange Act) sufficient to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (B) that transactions are executed only in accordance with the authorization of management and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s properties or assets. (f) Parent is, and since January 1, 2013 has been, in compliance in all material respects with the applicable listing and corporate governance rules and requirements of the NYSE. (ivg) incurred after The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Balance Sheet Date not Exchange Act) utilized by Parent are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the ordinary course reports that are it files or submits under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the aggregaterules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of Parent to make the certifications required under the Exchange Act with respect to such reports. (h) Neither Parent nor any Parent Subsidiary is a party to, immaterial or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among Parent and any of the Parent Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in amountItem 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s or such Parent Subsidiary’s published financial statements. (i) Since January 1, 2013, none of Parent, Parent’s independent accountants, the Parent Board or the audit committee of the Parent Board has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of Parent, (y) “material weakness” in the internal controls over financial reporting of Parent or (z) fraud, whether or not material, that involves management or other employees of Parent who have a significant role in the internal controls over financial reporting of Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 5 of the Public Company Accounting Oversight Board, as in effect on the date of this Agreement. (j) None of the Parent Subsidiaries is, or has at any time since January 1, 2013 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has and the Company Subsidiaries, including each of The Peoples Gas Light and Coke Company and North Shore Gas Company (together, the “Company Filing Subsidiaries” and each a “Company Filing Subsidiary”), have filed all required reports, schedules, forms and registrationforms, registration statements, definitive proxy statements and other statements documents (together with all amendments thereof and supplements thereto) required to be filed by the Company or any Company Subsidiary with the SEC since January October 1, 2000 2004 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Company SEC Documents"”). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. . (b) As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Document complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later-later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the notes, if any, thereto) of the Company included in the Company SEC Documents comply as to form in all material respects with 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 unaudited quarterly statements, as indicated permitted by Form 10-Q of the SEC) as in effect on the notes thereto) respective dates thereof applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth on the most recent audited balance sheet (or in the notes thereto) of the Company included in the Company SEC Documents filed and publicly available prior to the date hereof or in Section 2.5(c) of this Agreement (the “Filed Company Disclosure ScheduleSEC Documents”), or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by GAAP to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared and its consolidated Company Subsidiaries or in accordance with GAAP or the notes thereto, except liabilities (i) as thereto and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (d) With respect to each Company SEC Document that is a report on Form 10-K or 10-Q or an amendment thereto, (iii) incurred after each of the Balance Sheet Date in connection with negotiating this Agreement principal executive officer and the Transactions principal financial officer of the Company (or each former principal executive officer and principal financial officer of Company) 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 (“SOX”) and the rules and regulations of the SEC promulgated thereunder. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither the Company nor any of its subsidiaries has arranged any “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company has previously made available to Parent a reasonable estimate true and complete copy of which is set forth any reports by the Company’s management to the Company Board or any committee thereof relating to compliance with SOX, as well as the reports of any outside consultant or auditor with respect thereto. (e) The management of the Company has designed and implemented disclosure controls and procedures (as defined in Section 2.5(dRule 13a-15(e) of the Exchange Act), or caused such disclosure controls and procedures to be designed and implemented under their supervision, to ensure that material information relating to the Company, including consolidated Company Disclosure ScheduleSubsidiaries, is made known to the management of the Company by others within those entities. Since the date of the filing of the Company’s most recent quarterly report on Form 10-Q for the quarter ended March 31, 2006, the Company’s outside auditors and the audit committee of the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since September 30, 2005, any material change in internal control over financial reporting required to be disclosed in any Filed Company SEC Document has been so disclosed. (f) Since September 30, 2005, (A) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls relating to periods after September 30, 2005, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices (except for any of the foregoing received after the date of this Agreement which have no reasonable basis), and (ivB) incurred to the knowledge of the Company, no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after September 30, 2005, by the Balance Sheet Date Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (g) Except for the Company Filing Subsidiaries, none of the Company Subsidiaries is, or has at any time since October 1, 2003 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (h) The Company is not and, at the Effective Time, will not be, an “ineligible issuer” as defined in Rule 405 under the ordinary course that are in the aggregate, immaterial in amountSecurities Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by the Company with the SEC since January 1, 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant ”) since February 2, 2021 and prior to the Exchange Actdate of this Agreement. As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Document complied in all material respects with the requirements of the Exchange Act and Act, the Securities Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none and, except to the extent that information contained in such Company SEC Document has been revised, amended, modified or superseded (prior to the date of the this Agreement) by a later filed Company SEC Documents as of such respective dates contained Document, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The consolidated financial statements of the Company included in filed with the Company SEC Documents (the “Company Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Company Financial Statements fairly present the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the Company (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements, all in accordance with GAAP. The Company Financial Statements: (i) have been prepared from the books and records of the Company and the Company Subsidiaries in accordance with GAAP consistently applied during the periods covered thereby (exceptexcept as otherwise disclosed therein and, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except interim financial statements as may be indicated permitted by the SEC for Quarterly Reports on Form 10-Q); (ii) are complete and correct in the notes theretoall material respects; and (iii) and fairly present in all material respects the consolidated financial position condition and the results of operations, cash flows and changes in stockholders’ equity of the Company (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements. The books and records of the Company and its consolidated subsidiaries as the Company Subsidiaries, are true and complete in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the dates thereof transactions and actions therein described. (c) Neither the Company nor any Company Subsidiary has any liabilities or obligations of a nature required by GAAP to be reflected on a consolidated results balance sheet of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually Company or in the aggregatenotes thereto, material)except (i) as disclosed, reflected or reserved against in the most recent balance sheet included in the Company Financial Statements or the notes thereto, (ii) for liabilities and obligations incurred in the Ordinary Course of Business since the date of the most recent balance sheet included in the Company Financial Statements, (iii) arising pursuant to this Agreement or the Ancillary Agreements or incurred in connection with the Transactions, (iv) fees and expenses payable to any accountant, outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the consummation of the Transactions, or (v) as would not be material to the Company and the Company Subsidiaries, taken as a whole. This representation shall not be deemed breached as a result of changes in GAAP or in Law after the date hereof. (bd) The Company maintains, and at all times since February 2, 2021, has maintained, a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) reasonably designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and the Company Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and the Company Board; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and the Company Subsidiaries that could have a material effect on the financial statements. The Company’s management has completed an assessment of the effectiveness of the Company’s system of internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) for the year ended December 31, 2022, and, except as set forth in the Company SEC Documents filed prior to the date of this Agreement, that assessment concluded that those controls were effective. (e) The Company maintains, and at all times since February 2, 2021, has maintained disclosure controls and procedures as defined in and required by Rule 13a-15 or 15d-15 under the Exchange Act that are reasonably designed to ensure that all information required to be disclosed in the Company’s reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer of the Company and the principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (f) The Company is in compliance in all material respects with the provisions of Section 13(b) all current listing and corporate governance requirements of the Exchange ActNasdaq. (cg) Except as set forth in the SEC Documents filed for matters resolved prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000hereof, since the filing February 2, 2021, (i) none of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship any Company Subsidiary or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries their respective directors or officers, nor, to the Knowledge of the Company's knowledge, any directorof their respective employees, officerauditors, agent, employee accountants or other Person acting on behalf of the Company Representatives has received or any of its subsidiaries, has, in any material respect, (i) used any corporate otherwise had or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations obtained knowledge of any nature (whether accruedcomplaint, absoluteallegation, contingent assertion or otherwise) whether claim, regarding the accounting or not requiredauditing practices, if knownprocedures, to be reflected methodologies or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet methods of the Company and its subsidiaries as of December 31the Company Subsidiaries or their respective internal accounting controls, 2002 (including any complaint, allegation, assertion or claim that the "Balance Sheet Date") (including Company and the notes thereto) included Company Subsidiaries have engaged in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past questionable accounting or auditing practice, except as have not had and would not reasonably be expected to havenot, individually or in the aggregate, a reasonably be expected to be material to the preparation or accuracy of the Company’s financial statements and (ii) neither the Company Material Adverse Effectnor any Company Subsidiary has had any “material weakness” or “significant deficiency” that has not been resolved to the satisfaction of the Company’s auditors. (h) As of the date hereof, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is Company Net Liabilities are as set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.on Exhibit D.

SEC Documents; Undisclosed Liabilities. (a) The Company has made available to Acquiror a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, schedules, forms and registration, proxy and other statements by the Company with the SEC since January 1, 2000 1993 (collectively, and in each case including all exhibits and schedules thereto and as such documents incorporated by reference thereinhave since the time of their filing been amended, the "Company SEC Documents"). None of , which are all the Company's subsidiaries is documents (other than preliminary proxy materials) that the Company was required to file periodic reports with the SEC pursuant to the Exchange Actsince such date. As of their respective effective dates (in dates, the case of Company SEC Documents that are registration (including any financial statements filed, to be filed pursuant or required to the Securities Acthave been filed as a part thereof) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may beapplicable, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present (subject, in all material respects the case of the unaudited financial statements, to normal, recurring audit adjustments, which were not individually or in the aggregate material) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, material)ended. (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth disclosed in the Company SEC Documents filed prior to the date hereof or in Section 2.5(c) 4.8 or 4.9 of the Company Disclosure ScheduleLetter, or for events (or series as of related matters) as to which the amounts involved date hereof the Company and its Subsidiaries do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in have any material respectindebtedness, (i) used any corporate obligations or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted) whether or not required, if known, required by GAAP to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually consolidated Subsidiaries or in the aggregatenotes, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountexhibits or schedules thereto.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by the Company with the SEC since January 1, 2000 2002 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. . (b) As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Document complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (the "Company Financial Statements") of the Company included in the Company SEC Documents comply as to form in all material respects with 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 ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or adjustments). Each certification included in the aggregate, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) SEC Documents pursuant to Sections 302 and 906 of the Exchange Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act") was accurate when made. (c) Except Other than as set forth disclosed in the SEC Documents filed prior to Company Financial Statements, as of the date hereof or in Section 2.5(c) of the Company Disclosure Schedulethis Agreement, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in Subsidiary has any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or material obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except other than liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have not had or are not reasonably likely to have a Company Material Adverse Effect, . (iiid) incurred after None of the Balance Sheet Date in connection with negotiating this Agreement and Company Subsidiaries is subject to the Transactions and a reasonable estimate reporting requirements of which is set forth in Section 2.5(d13(a) or Section 15(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by the Company with the SEC since January 1, 2000 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant Document complied as to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents complied form in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with 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 ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) . Except as set forth in the Company SEC Documents filed and publicly available prior to the date hereof or in Section 2.5(c) of (the "Filed Company Disclosure ScheduleSEC Documents"), or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by GAAP to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared and its consolidated subsidiaries or in accordance with GAAP or the notes thereto, except liabilities (i) as thereto and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by the Company with the SEC since January 1, 2000 2003 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Company SEC Documents"”). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. . (b) As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Document complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and, to the extent in effect and applicable, the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”), and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto), except liabilities or obligations which, (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of were incurred after December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date 2003 in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, practice or (ii) individually or in the aggregate, have not had, and are not reasonably likely to have, a Company Material Adverse Effect, . (iiid) incurred after Each of the Balance Sheet Date in connection with negotiating this Agreement principal executive officer of the Company and the Transactions principal financial officer of the Company (or each former principal executive officer of the Company and a reasonable estimate each former principal financial officer of which is set forth the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effective date of SOX, neither the Company nor any Company Subsidiary has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 2.5(d402 of SOX. (e) The Company is, and has been, in compliance in all material respects with the provisions of SOX applicable to it on or prior to the date hereof. (f) None of the Company Subsidiaries is, or has at any time since January 1, 2003 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed with the SEC, all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and all other information incorporated therein) required to be filed with the SEC by the Company since January 1, 2000 2003 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "“Company SEC Documents"”). None of the Company's subsidiaries No Company Subsidiary is required to file periodic reports any form, report, registration statement or prospectus or other document with the SEC pursuant to the Exchange Act. SEC. (b) As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Document complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the “Securities Act”), as the case may be, and, to the extent not included in the Exchange Act or the Securities Act, the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument, and none of the SEC Documents as of such respective dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file or furnish any statements or reports with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act. Except to the extent that information contained in any Filed Company SEC Document has been revised or superseded by a later-filed later Filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (c) The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with 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 (“GAAP”) (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its the Company Subsidiaries on a consolidated subsidiaries basis as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none adjustments) The principal executive officer of which has been or will bethe Company and the principal financial officer of the Company have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act and the rules and regulations of the SEC promulgated thereunder with respect to the Company’s filings pursuant to the Exchange Act. For purposes of the preceding sentence, individually or “principal executive officer” and “principal financial officer” have the meanings given to such terms in the aggregate, material). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Xxxxxxxx-Xxxxx Act. (cd) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information concerning the Company and the Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC. The Company has disclosed, based on the most recent evaluation by the chief executive officer and the chief financial officer of the Company, to the Company’s auditors and the audit committee of the Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (e) As of the date hereof, the Company has not identified any material internal control deficiencies which shall not have rectified prior to the Closing. 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 first due. (f) Except as set forth disclosed in any Filed Company SEC Document, and except for liabilities and obligations that would not be reasonably likely to have a Company Material Adverse Effect and were incurred in the ordinary course of business consistent with past practice since the date of the most recent balance sheet included in the Company SEC Documents filed prior to the date hereof or in Section 2.5(c) of this Agreement, the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither and the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any Subsidiaries have no material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount).

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents with the SEC since January 1relating to periods commencing on or after December 31, 2000 1998 (collectivelysuch reports, schedules, forms, statements and in each case including all exhibits and schedules thereto and other documents incorporated by reference therein, being hereinafter referred to as the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the Company SEC --------------------- Documents complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), -------------- as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with 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 in the United States ("GAAP") ---- (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10- Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated 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 its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the most recent financial statements included in the Filed Company SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure ScheduleDocuments, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, which would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then endedfinancial statements, (ii) incurred after the Balance Sheet Date in the ordinary course and there is no existing condition, situation or set of business consistent with past practice, as have not had and would not circumstances that could reasonably be expected to haveresult in such a liability or obligation (including any claims, whether or not asserted, for royalty payments), that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. (a) The Company Investor has filed all required reports, schedules, statements, forms and registration, proxy and other statements documents with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2000 2002 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DocumentsDOCUMENTS"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates of filing with the SEC (in the case of SEC Documents that are registration statements filed pursuant or, if amended or superseded by a filing prior to the Securities Act) and date hereof, as of their respective SEC filing dates (in the case date of all other SEC Documentssuch amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such respective dates when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Investor included in the SEC Documents comply as to form in all material respects with 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 unaudited quarterly statements, as indicated in the notes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company Investor and its consolidated subsidiaries as of the dates thereof Subsidiaries and the consolidated results of their operations and cash flows of such companies as of the dates and for the periods then ended (subjectshown. As of the date hereof, in there are no outstanding written comments from the case SEC with respect to any of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, material)SEC Documents. (b) The Company is in compliance in all material respects with the provisions of Section 13(b) There are no Liabilities of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof Investor or in Section 2.5(c) its Subsidiaries of the Company Disclosure Scheduleany nature, whether accrued, contingent, absolute, determined, determinable or for events (or series of related matters) as to which the amounts involved do not exceed $60,000otherwise, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be are required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by reflected in the SEC. Neither the Company nor any of its subsidiaries nor, to the CompanyInvestor's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared financial statements in accordance with GAAP or and that in the notes theretoaggregate would reasonably be expected to have a Material Adverse Effect on the Investor, except liabilities other than (i) as and to Liabilities that are appropriately reflected or reserved for in the extent set forth on the audited balance sheet consolidated financial statements of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) Investor included in the Company's its Quarterly Report on Form 10-K Q for the period then endedfiscal quarter ended September 30, 2004, as filed with the SEC prior to the date hereof, (ii) Liabilities incurred after the Balance Sheet Date since September 30, 2004 in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (iii) Liabilities incurred after pursuant to the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure ScheduleContemplated Transactions, and (iv) incurred after Liabilities discharged or paid in full prior to the Balance Sheet Date not date hereof in the ordinary course that are in the aggregate, immaterial in amountof business consistent with past practice.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by the Company with the SEC Securities and Exchange Commission (the "SEC") since January 1, 2000 2001 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated filed during such period by reference thereinthe Company with the SEC on a voluntary basis, the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. . (b) As of their its respective effective dates (in the case of date, each Company SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), the SEC Documents Document complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the SEC Documents did not as of such its respective dates contained date, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except , except to the extent that information contained in any superseded or amended by a Company SEC Document has been revised or superseded by a later-filed SEC Document, none of subsequently and prior to the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingdate hereof. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the Filed Company SEC Documents filed prior and other than liabilities incurred in the ordinary course of business consistent with past practice which have not had and could not reasonably be expected to the date hereof or in Section 2.5(c) of the have a Company Disclosure ScheduleMaterial Adverse Effect, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, that (i) are required by GAAP to be reflected or reserved against set forth on a consolidated balance sheet of the Company prepared and its consolidated subsidiaries or in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, or (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect, (iii) incurred after . The certifications required of each of the Balance Sheet Date in connection with negotiating this Agreement principal executive officer of the Company and the Transactions principal financial officer of the Company (or each former principal executive officer of the Company and a reasonable estimate each former principal financial officer of which is set forth the Company, as applicable) by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended (the "Xxxxxxxx-Xxxxx Act"), and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, have been duly made and such certifications were at the time of filing or submission of each such certification true and correct. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings give to such terms in Section 2.5(dthe Xxxxxxxx-Xxxxx Act. (d) None of the Company Subsidiaries is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents with the SEC since January relating to periods commencing on or after September 1, 2000 1998 (collectivelysuch reports, schedules, forms, statements and in each case including all exhibits and schedules thereto and other documents incorporated by reference therein, being hereinafter referred to as the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act and or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with 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 in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated 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 its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the most recent financial statements included in the Filed Company SEC Documents filed prior to the date hereof or in Section 2.5(c) of Documents, the Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, has no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, which would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then endedfinancial statements, (ii) incurred after the Balance Sheet Date in the ordinary course and there is no existing condition, situation or set of business consistent with past practice, as have not had and would not circumstances that could reasonably be expected to have, individually result in such a liability or in the aggregate, a Company Material Adverse Effect, obligation (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amount.including any claims,

SEC Documents; Undisclosed Liabilities. (a) The Company has filed all required reports, schedules, forms and registration, proxy and other registration statements with the SEC since January 1September 30, 2000 2001 (collectively, and in each case including all exhibits exhibits, schedules, and schedules amendments thereto and documents incorporated by reference therein, the "“SEC Documents"”). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except The Company has previously delivered (except to the extent that such filings are publicly available on the XXXXX system) to Parent each registration statement, report, proxy statement or information contained in any SEC Document has been revised or superseded statement (other than preliminary materials) filed by a later-filed SEC Document, none of Company with the SEC Documents contains since September 30, 2001, each in the form (including exhibits and any untrue statement of a material fact or omits amendments thereto) filed with the SEC prior to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. date hereof. (b) The consolidated financial statements of the Company included in the SEC Documents (the “SEC Financial Statements”) comply as to form in all material respects with 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 (“GAAP”) (except, in the case of unaudited consolidated quarterly statements, as indicated in permitted by Form 10-QSB of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). . Except as set forth on Section 3.5 (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange ActCompany Disclosure Schedules, since September 30, 2001, the Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure ScheduleSince September 30, or for events (or series of related matters) as to which the amounts involved do not exceed $60,0002004, since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries consolidated Subsidiaries as of December 31September 30, 2002 (the "Balance Sheet Date") 2004 (including the notes thereto) included in the Company's Report on Form 10-K for the period then endedSEC Documents, (ii) as incurred after the Balance Sheet Date September 30, 2004 in the ordinary course of business and consistent with past practice, (iii) as have not had and described in the Company’s quarterly report on Form 10-QSB filed on August 17, 2005 (the “Recent SEC Documents”), or (iv) as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has not been a party to any securitization transactions or “off-balance sheet arrangements” (as defined in Item 303 of Regulation S-K of the Exchange Act) at any time since September 30, 2001. (iiid) incurred after The Company has not filed any report with the Balance Sheet Date in connection with negotiating SEC, Nasdaq, or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the date of this Agreement Agreement, remains confidential. (e) The principal executive officer of Company and the Transactions principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Documents filed since such certifications have been required and such filings are true and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. (f) The Company has implemented and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and Section 404 of the Xxxxxxxx-Xxxxx Act which (i) are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a reasonable estimate timely basis to the individuals responsible for the preparation of which Company’s filings with the SEC and other public disclosure documents; and (ii) ensures that material information is set forth in Section 2.5(d) accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, to the Company’s auditors and the audit committee of the Board of the Company Disclosure Schedule(x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (ivy) incurred after the Balance Sheet Date any fraud, whether or not material, that involves management or other employees who have a significant role in the ordinary course that are in the aggregate, immaterial in amountCompany’s internal controls over financial reporting.

SEC Documents; Undisclosed Liabilities. (a) The Shell Company has filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents required to be filed by it with the SEC since January 1June 25, 2000 (collectively2010, pursuant to Sections 13(a), 14(a) and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). None 15(d) of the Company's subsidiaries is required to file periodic reports with Exchange Act (the “SEC pursuant to the Exchange Act. Reports”). (b) As of their its respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)date, the SEC Documents Reports complied in all material respects with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingReports. Except to the extent that information contained in any the SEC Document Reports has been revised or superseded by a later-any report, schedule, form, statement or other document filed by Shell Company with the SEC Documentsubsequent to the filing of such revised or superseded information, none of the SEC Documents Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Shell Company included in the SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP the U.S. generally accepted accounting principles (except, in the case of unaudited quarterly statements, as indicated in permitted by the notes theretorules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Shell Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Reports, Shell Company Disclosure Schedule, or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, since the filing of the Company's proxy statement dated July 22, 2002, has no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, required by U.S. generally accepted accounting principles to be reflected or reserved against set forth on a consolidated balance sheet of the Shell Company prepared or in accordance with GAAP or the notes thereto, except . There are no financial or contractual obligations and liabilities (iincluding any obligations to issue capital stock or other securities) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred due after the Balance Sheet Date date hereof. All liabilities of Shell Company shall have been paid off and shall in no event remain liabilities of Shell Company, Oriental or the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in Oriental Shareholders following the aggregate, a Company Material Adverse Effect, (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountClosing.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed all required reports, schedules, forms and registrationforms, proxy statements and other statements documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 13, 2000 2010 (collectivelysuch documents, and in each case including all exhibits and schedules thereto and together with any documents incorporated filed with the SEC during such period by reference thereinthe Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the "Company SEC Documents"). None of . (b) Each Company SEC Document (i) at the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents)time filed, the SEC Documents complied in all material respects with the requirements of SOX and the Exchange Act and or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentsDocument and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, and none of then at the SEC Documents as time of such respective dates contained filing or amendment) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none Each of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with GAAP (except, in the case of unaudited quarterly statements, as indicated in permitted by Form 10-Q of the notes theretoSEC) applied on a consistent basis during the periods involved (except as may be indicated 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 the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments none of which has been or will be, individually or in the aggregate, materialadjustments). (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the SEC Documents filed prior to the date hereof or in Section 2.5(c) of the Company Disclosure Schedule, or for events (or series of related mattersi) as to which the amounts involved do not exceed $60,000, since the filing of reflected or reserved against in the Company's proxy statement dated July 22consolidated audited balance sheet as of December 31, 20022011 (or the notes thereto) included in the Filed Company SEC Documents, no event has occurred (ii) for liabilities and obligations incurred in connection with or contemplated by this Agreement, (iii) for liabilities and obligations that would be required to be reported as a "Certain Relationship have been incurred in the ordinary course of business since December 31, 2011 and (iv) for liabilities and obligations that have been discharged or Related Transaction" pursuant to Item 404 paid in full in the ordinary course of Regulation S-K promulgated by the SEC. Neither business, neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required, if known, to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its subsidiaries as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the Company's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to havethat, individually or in the aggregate, have had or would reasonably be expected to have a Company Material Adverse Effect. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a system of "internal control over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP applied on a consistent basis during the periods involved, (ii) that transactions are executed only in accordance with the authorization of management and (iii) incurred after regarding prevention or timely detection of the Balance Sheet Date unauthorized acquisition, use or disposition of the Company's properties or assets. (f) The "disclosure controls and procedures" (as defined in connection Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with negotiating this Agreement respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Transactions Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company's or such Company Subsidiary's published financial statements or other Company SEC Documents. (h) Since January 2, 2011, none of the Company, the Company Board, the audit committee of the Company Board or, to the Knowledge of the Company, the Company’s independent accountants has received any oral or written notification of any (x) “significant deficiency” in the internal controls over financial reporting of the Company, (y) “material weakness” in the internal controls over financial reporting of the Company or (z) fraud, whether or not material, that involves management or other employees of the Company who have a reasonable estimate significant role in the internal controls over financial reporting of which is set forth in the Company. (i) None of the Company Subsidiaries is, or has at any time since January 1, 2009 been, subject to the reporting requirements of Section 2.5(d13(a) or 15(d) of the Company Disclosure Schedule, and (iv) incurred after the Balance Sheet Date not in the ordinary course that are in the aggregate, immaterial in amountExchange Act.