Common use of SEC Documents Clause in Contracts

SEC Documents. USXX has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX included in the USXX SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate.

SEC Documents. USXX The Company has provided or made available to the Purchaser the Company's Annual Report on Form 10-K for the year ended December 31, 1998 (andthe "10-K"), Amendment No. 1 to the 10-K on Form 10-K/A, the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, the Company's Current Report on Form 8-K dated May 5, 1999, and the Company's proxy statement with respect to its Annual Meeting of Shareholders for 1999 (such documents filed after the date hereof through the Closing Date, will make) available collectively referred to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (herein as the "USXX SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, (i) the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder applicable to such USXX SEC Documents, and did not (or will not when filedii) contain none of the SEC Documents contained any untrue statement of a material fact or omit 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. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company and its consolidated subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended. Since March 31, 1999, other than as the case may be, subject, discussed in the case of unaudited interim financial statementsSEC Documents, to normal, recurring adjustments which are not there has been no material adverse change in the aggregatebusiness of the Company and its subsidiaries, taken as a whole.

SEC Documents. USXX has made The Seller is obligated under the Securities Exchange Act of 1934, as amended (andthe “Exchange Act”) to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, with respect to such including all exhibits thereto or incorporated therein by reference, and all documents filed after by the date hereof through Seller under the Closing Date, will make) available Securities Act hereinafter called the “SEC Documents”). The Seller has filed all reports or other documents required to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement be filed under the Exchange Act. All SEC Documents filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, Seller as of their respective datesor for any period beginning on or after July 1, the USXX SEC Documents2003, including without limitation any financial statements or schedules included therein, complied (or will comply when filed), i) were prepared in all material respects in accordance with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not at the time they were filed (or, if amended or will not when filedsuperseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or 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. The audited consolidated financial statements Seller has previously delivered to the Purchaser a correct and unaudited interim financial statements complete copy of USXX included in the USXX SEC Documents each report (collectivelyincluding, without limitation, the "USXX Financial Statements"most recent Proxy Statement) were which the Seller filed with the Securities and Exchange Commission (the “SEC” or will be when filedthe “Commission”) prepared in accordance with GAAP applied under the Exchange Act for any period ending on a consistent basis or after June 30, 2006 (except as may be indicated therein the “Recent Reports”) to the extent not available via XXXXX. None of the information about the Seller or any of its Subsidiaries which has been disclosed to the Purchasers herein or in the notes thereto course of discussions and except negotiations with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, hereto which is not disclosed in the case of unaudited interim financial statementsRecent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to normal, recurring adjustments which are not material in the aggregatePurchasers.

SEC Documents. USXX Since January 1, 2012, the Company has made (andfiled in a timely manner all required reports, schedules, forms, statements, and other documents with respect the SEC that the Company was required to such documents filed after the date hereof through the Closing Datefile under Section 13, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-814(a), and definitive proxy statement filed by USXX with 15(d) of the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC Exchange Act (the "USXX “SEC Documents"”). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective filing dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain none of the SEC Documents contained any untrue statement of a material fact or omit 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. The audited consolidated financial 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, and after giving effect to any such later filed SEC Documents 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 and unaudited interim financial statements therein, in light of USXX included the circumstances under which they were made, not misleading. Except as disclosed in the USXX SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or including in the notes thereto financial statements included therein), (ii) as disclosed in Schedule 2.6, and except with respect to unaudited statements as permitted by Form 10-Q(iii) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, current liabilities incurred in the case ordinary course of unaudited interim financial statementsbusiness since December 31, to normal, recurring adjustments which are not material in the aggregate2012.

SEC Documents. USXX has (a) Universal and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since September 30, 2003 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Hanover each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) they have so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC Documents"“Universal Reports”). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Universal Report (i) complied (or will comply when filed), in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Universal Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX Universal Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes respect thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Universal and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Universal Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of Universal and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited interim financial statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Universal and its Subsidiaries included in the most recent Universal Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Universal nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Universal or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the aggregate, have not had and are not reasonably likely to have a Universal Material Adverse Effect.

SEC Documents. USXX Dynegy has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available (andin paper form or via the internet) to Enron each registration statement, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) it has so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsDynegy Reports"). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Dynegy Report (i) complied (or will comply when filed), in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Dynegy Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Dynegy and its consolidated Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the Dynegy Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in shareholders' equity, as the case may be, of Dynegy and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Dynegy and its consolidated Subsidiaries included in the most recent Dynegy Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, neither Dynegy nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Dynegy or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which are incurred in the ordinary course of business since the date of the balance sheet included in the most recent Dynegy Report filed prior to the date of this Agreement and liabilities or obligations which do not and are not material reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in such balance sheet have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect.

SEC Documents. USXX Parent has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of the Company each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Parent with the SEC since December 31September 30, 1999 and through the Closing Date 1996, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsParent Reports"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Parent Reports (or will comply when filed), i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Parent Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Parent and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, cash flows and changes in stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal(x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), recurring adjustments in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Parent and its Subsidiaries at September 30, 1997, including all notes thereto, as of such date, neither Parent nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which are would not material have, individually or in the aggregate, a Parent Material Adverse Effect.

SEC Documents. USXX The Company has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Parent each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX the Company with the SEC since December 31January 1, 1999 and through the Closing Date 1997, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsCompany Reports"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Company Reports (or will comply when filed), i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Company Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX the Company and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, cash flows and changes in stockholders' equity of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal(x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), recurring adjustments in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries at December 31, 1997, including all notes thereto, as of such date, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which are would not material have, individually or in the aggregate, a Company Material Adverse Effect.

SEC Documents. USXX Enron has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available (andin paper form or via the internet) to Dynegy each registration statement, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) it has so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsEnron Reports") and has included in the Enron Disclosure Letter a draft of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 (the "Draft Third Quarter Report"). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Enron Report (i) complied (or will comply when filed), in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Enron Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Enron and its consolidated Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the Enron Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. The draft consolidated balance sheet of Enron and its consolidated Subsidiaries as of September 30, 2001 (the "September 30, 2001 Balance Sheet") included in the Draft Third Quarter Report (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Enron and its consolidated Subsidiaries as of that date, and the consolidated statements of operations, cash flows and changes in shareholders' equity included in the Draft Third Quarter Report (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in shareholders' equity, as the case may be, of Enron and its consolidated Subsidiaries for the period then ended (subject to (A) such exceptions as may be permitted by Form 10-Q of the SEC, (B) normal year-end audit adjustments which will not be material and (C) changes routinely anticipated in the preparation of the final Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 which will not be material), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth in the September 30, 2001 Balance Sheet, neither Enron nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Enron and its consolidated Subsidiaries or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations that were incurred in the ordinary course of business since September 30, 2001 and liabilities or obligations that do not and are not material reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in the September 30, 2001 Balance Sheet have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the aggregate, an Enron Material Adverse Effect.

SEC Documents. USXX Parent has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of the Company each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Parent with the SEC since December 31January 1, 1999 and through the Closing Date 2001, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX SEC DocumentsParent Reports"), and Parent has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Parent Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Parent Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Parent and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), recurring adjustments which are not material in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein.

SEC Documents. USXX 3.7.1. CSI has made (andfurnished RP with each registration statement, with respect to such documents filed after the date hereof through the Closing DateQuarterly Report on Form 10-QSB, will make) available to ONSS a true and complete copy of each Report on Form 8-KSB, report, scheduleproxy statement or information statement, registration statement including all exhibits thereto, prepared by CSI since September 18, 1997, including, without limitation, (other than a) its Annual Report on Form S-8), and definitive proxy statement filed by USXX with the SEC since 10-KSB for its fiscal year ended December 31, 1999 1997 (the "CSI Balance Sheet Date") which includes the consolidated balance sheets of CSI and through its Subsidiaries (the Closing Date "CSI Balance Sheet") as of such date (the "CSI Balance Sheet Date") and CSI's Quarterly Reports on Form 10- QSB, and Reports on Form 8-K filed since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on May 9, 1998, each of (a) and (b) in substantially the form (including exhibits and any amendments thereto) filed with the SEC Securities and Exchange Commission (the "USXX SEC DocumentsSEC") and the items in (a) and (b). Except as set forth in Section 4.8 of , the USXX Disclosure Schedule, as "CSI Reports." As of their respective dates, the USXX SEC DocumentsCSI Reports (including, including without limitation limitation, any financial statements statement or schedules included or incorporated by reference therein, complied ) (or will comply when filed), i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the respective rules and regulations of the SEC thereunder applicable to such USXX SEC Documentsthereunder, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited 1996 and 1997 consolidated financial statements and unaudited interim financial statements of USXX CSI included in or incorporated by reference into the USXX SEC Documents CSI Reports (collectivelyincluding the related notes and schedules) present fairly, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX CSI and its Subsidiaries as of December 31, 1997 and 1996 and the respective dates thereof or the consolidated results of their operations and their cash flows for the respective periods then ended, as the case may be, subjectsuch fiscal periods, in conformity with generally accepted accounting principles ("GAAP"), consistently applied during the case periods involved. Except as and to the extent set forth on the CSI Balance Sheet, including all notes thereto, or as set forth in the CSI Reports or the CSI Disclosure Schedule, neither CSI nor any of unaudited interim financial statementsits Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to normalbe reflected on, recurring adjustments or reserved against in, a consolidated balance sheet of CSI, prepared in accordance with GAAP, consistently applied, except liabilities arising in the ordinary course of business since such date which are would not material reasonably be expected to have, individually or in the aggregate, a CSI Material Adverse Effect.

SEC Documents. USXX (a) Basic has filed with the SEC all documents required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Grey Wolf each registration statement, periodic or other report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) it has so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC Documents"“Basic Reports”). Except as set forth As used in this Section 4.8 of the USXX Disclosure Schedule, as of their respective dates4.7, the USXX SEC Documentsterm “file” shall include any reports on Form 8-K 49 furnished to the SEC. As of its respective date or, including without limitation any financial statements or schedules included thereinif amended by a subsequent filing prior to the date hereof, on the date of such filing, each Basic Report complied (or will comply when filed), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, SOX and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Basic Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Basic and the Basic Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Basic Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, subjectof Basic and the Basic Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Basic Financial Statements”). The Basic Financial Statements (i) complied as to form in all material respects with the published rules and regulations of the SEC and (ii) were prepared in accordance with GAAP consistently applied during the periods involved, except as may be noted in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate.Basic Financial Statements or as permitted by Form 10-Q or Form 8-K.

SEC Documents. USXX Global has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Santa Fe each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) it has so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsGlobal Reports"). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Global Report (i) complied (or will comply when filed), in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Global Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Global and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders' equity included in or incorporated by reference into the Global Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Global and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal(x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), recurring adjustments in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Global and its Subsidiaries included in the most recent Global Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Global nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Global or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not material reasonably likely to have, individually or in the aggregate, a Global Material Adverse Effect.

SEC Documents. USXX Parent has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of the Company each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Parent with the SEC since December 31January 1, 1999 and through the Closing Date 2000, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX SEC DocumentsParent Reports"), and Parent has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Parent Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Parent Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Parent and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q under the Exchange Act), recurring adjustments which are not material in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein.

SEC Documents. USXX Undisclosed Liabilities. The Company has made (andtimely filed all required reports, with respect to such schedules, forms, statements and other documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC 1996 (the "USXX Company SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX Company SEC Documents, and did not (or will not none of the Company SEC Documents when filed) contain filed contained any untrue statement of a material fact or omit 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 Company SEC Document has been revised or superseded by a later Company Filed SEC Document, as of the date hereof, 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 audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX Company SEC Documents (collectivelycomply as to form, as of their respective dates of filing with the "USXX Financial Statements") were (or will be when filed) 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 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 therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company and its consolidated Subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normalyear-end adjustments). Except (i) as reflected in such financial statements or in the notes thereto, recurring adjustments (ii) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, and (iii) for liabilities and obligations incurred since September 30, 1997 in the ordinary course of business consistent with past practice, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, known or unknown, asserted or unasserted, contingent or otherwise), including liabilities arising under any Environmental Laws (as herein defined), which are not material required by generally accepted accounting principles to be reflected in a consolidated balance sheet of the Company and its consolidated Subsidiaries and which, individually or in the aggregate, could reasonably be expected to have a Company MAE.

SEC Documents. USXX The Company has made timely filed all required forms, reports and documents with the Commission since May 31, 1995 (andcollectively, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8"COMPANY SEC REPORTS"), and definitive proxy statement filed by USXX all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "SECURITIES LAWS"). All required Company SEC since December 31, 1999 and through the Closing Date in substantially the form Reports have been timely filed with the SEC (Commission and constitute all forms, reports and documents required to be filed by the "USXX SEC Documents")Company under the Securities Laws since May 31, 1995. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Reports (i) complied (or will comply when filed), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements balance sheets of USXX the Company included in or incorporated by reference into the USXX Company SEC Documents Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company and the Company Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are were or will not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act.

SEC Documents. USXX The Company has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Parent each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX the Company with the SEC Securities and Exchange Commission ("SEC") since December 31January 1, 1999 and through the Closing Date 2001, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX SEC DocumentsCompany Reports"), and the Company has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Company Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Company Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX the Company and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), recurring adjustments which are not material in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein.

SEC Documents. USXX Marine has timely filed with the SEC all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Marine and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2001 pursuant to Section 13(a) of the Exchange Act without regard to Rule 12b-25. Marine has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Pride each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) it has so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsMarine Reports"). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Marine Report (i) complied (or will comply when filed), in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into Marine Reports (including the USXX SEC Documents (collectively, the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Marine and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into Marine Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in shareholders' equity, as the case may be, of Marine and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal(x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments), recurring adjustments in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the most recent consolidated balance sheet of Marine and its Subsidiaries included in Marine Reports, including all notes thereto, as of the date of such balance sheet, neither Marine nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Marine or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not material reasonably likely to have, individually or in the aggregate, a Marine Material Adverse Effect.

SEC Documents. USXX DVN has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of PZE each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX DVN with the SEC since December 31January 1, 1999 and through the Closing Date 1998, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX SEC DocumentsDVN Reports"), and DVN has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC DocumentsDVN Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act, including without limitation any financial statements or schedules included thereinthe Exchange Act, and the rules and regulations thereunder and complied (or will comply when filed), in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents DVN Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX DVN and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and shareholders' equity included in or incorporated by reference into the DVN Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of DVN and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), recurring adjustments in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither DVN nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in the DVN Reports or which are would not material have, individually or in the aggregate, a DVN Material Adverse Effect.

SEC Documents. USXX The Company has made filed all required forms, reports and documents with the Commission since the Company's initial public offering in November 1995 (andcollectively, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8"Company SEC Reports"), and definitive proxy statement filed by USXX all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). All required Company SEC since December 31, 1999 and through the Closing Date in substantially the form Reports have been filed with the SEC (Commission and constitute all forms, reports and documents required to be filed by the "USXX SEC Documents")Company under the Securities Laws since the Company's initial public offering in November 1995. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Reports (i) complied (or will comply when filed), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements balance sheets of USXX the Company included in or incorporated by reference into the USXX Company SEC Documents Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company and the Company Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the aggregate.periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Exchange Act. 5.8

SEC Documents. USXX Kranzco has made (andtimely filed all required forms, with respect to such reports and documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31November 19, 1999 and through 1992 (the Closing Date in substantially the form "Kranzco Reports"). The Kranzco Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by Kranzco under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "USXX SEC DocumentsSecurities Laws"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Kranzco Reports (i) complied (or will comply when filed), in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements balance sheets of USXX Kranzco included in or incorporated by reference into the USXX SEC Documents Kranzco Reports (collectivelyincluding the related notes and schedules) fairly presents, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX Kranzco and the Kranzco Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows of Kranzco included in or incorporated by reference into the Kranzco Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of Kranzco and the Kranzco Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC. Funds from Operations for Kranzco set forth in the Kranzco Reports, including the financial statements included in or incorporated by reference in the Kranzco Reports (including any related notes and schedules) for the periods set forth therein, was calculated in accordance with applicable NAREIT guidelines then in effect consistently applied during the periods involved. All offerings of securities by Kranzco or any Kranzco Subsidiary were effected in compliance with applicable law and no party participating in such offerings has any rescission rights resulting therefrom.

SEC Documents. USXX has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than Except as set forth on Form S-8Schedule 7.01(w), ------------- ---------------- the Company has filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through as of the Closing Date in substantially the form filed Company will have filed, all required reports, schedules, forms, statements and other documents with the SEC Commission since June 3, 1994 (collectively, the "USXX SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, (i) the USXX SEC Documents, including without limitation any financial statements or schedules included therein, ------------- Documents complied (or will comply when filed), in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC DocumentsCommission promulgated thereunder, and did not (or will not when filedii) contain none of the SEC Documents contained any untrue statement of a material fact or omit failed to state a material fact required to be stated therein or otherwise necessary 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 subsequently filed SEC Document, none of the SEC Documents contains, and no SEC Document filed by the Company prior to the Closing Date will contain, any untrue statement of a material fact or failed to state a material fact required to be stated therein or otherwise necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in within the USXX SEC Documents (collectivelyincluding, in each case, any notes thereto) (i) comply or will comply as to form in all material respects with the "USXX Financial Statements"accounting requirements of the Commission applicable thereto, (ii) were (have been prepared or will be when filed) prepared in accordance with GAAP (as in effect as of the date thereof) applied on a consistent basis (during the periods involved, except as may be indicated therein or in the notes thereto and except with respect to case of unaudited statements as permitted by Form 10-QQ of the Commission and other rules and regulations of the Commission, and (iii) and fairly present (in all material respects, or will fairly present when filed) in all material respects respects, the consolidated financial position of USXX the Company and its Subsidiaries (if any) as of the respective dates date thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of any unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregatenormal year-end audit adjustments.

SEC Documents. USXX The Company has made (andfiled all required reports, with respect to such schedules, forms, statements and other documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31October 27, 1999 and through the Closing Date in substantially the form filed with the SEC 1996 (the "USXX Company SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX Company SEC Documents, and did not (or will not when at the time they were filed) contain , none of the Company SEC Documents contained any untrue statement of a material fact or omit 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 Company SEC Document has been revised or superseded by a 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 audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX Company SEC Documents (collectivelyas of their respective dates 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 "USXX Financial Statements") were (or will be when filed) have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of unaudited financial statements, as permitted by the SEC on Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company as of the respective dates thereof or and the results of its operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate.normal year-end

SEC Documents. USXX The Company has made (andfiled all reports, with respect to such schedules, forms, statements and other documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC required to be filed by the Company since December 31January 1, 1999 and through the Closing Date in substantially the form filed with the SEC 2007 (the "USXX “SEC Documents"”). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective datesdates of filing, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Exchange ActSarbanes Oxley Act of 2002, as the case may be, and in each case the rules and regulations promulgated thereunder applicable thereto, and as of their respective dates (or if amended by a subsequent filing with the SEC prior to the date hereof, as of the date of such amendment) none of the SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain Documents contained any untrue statement of a material fact or omit 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. The audited consolidated financial statements and the unaudited interim quarterly financial statements (including, in each case, the notes thereto) of USXX the Company included in the USXX SEC Documents (collectivelywhen filed complied in all material respects with the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) have been prepared in all material respects in accordance with GAAP generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company and its consolidated Subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial quarterly statements, to normalnormal year-end audit adjustments). Except for matters reflected or reserved against in the consolidated balance sheet of the Company as of December 31, recurring adjustments which 2009 (or the notes thereto) included in the Filed SEC Documents, neither the Company nor any of its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities and obligations that (i) were incurred since December 31, 2009 in the ordinary course of business in accordance with past practice, (ii) are not material incurred in connection with the transactions contemplated by this Agreement, or (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SEC Documents. USXX The Company has made filed all required reports, schedules, forms, statements and other documents (and, with respect to such documents filed after the date hereof through the Closing Date, will makeincluding exhibits and all other information incorporated therein) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 Securities and through the Closing Date in substantially the form filed with the SEC Exchange Commission (the "USXX SEC") since January 1, 2001 (any such document being filed prior to the date hereof) (the "Company SEC Documents"). Except as set forth to the extent that information contained in Section 4.8 of any Company SEC Documents has been revised or superseded by a subsequently filed Company SEC Document (any such document being filed prior to the USXX Disclosure Schedule, date hereof): (i) as of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX Company SEC Documents, and did not (or will not none of the Company SEC Documents when filed) contain filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; (ii) 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 audited consolidated financial statements ; and unaudited interim (iii) the financial statements of USXX the Company included in the USXX Company SEC Documents (collectivelycomply as to form, as of their respective dates of filing with the "USXX Financial Statements") were (or will be when filed) SEC, in all material respects with applicable accounting requirements and 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 statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company and its consolidated subsidiaries as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, normal recurring adjustments which are not material in the aggregateyear-end audit adjustments).

SEC Documents. USXX has (a) Xxxxxx and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1, 2016 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of NAM (including by reference to the SEC’s website at xxx.xxx.xxx) each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) they have so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC Documents"“Xxxxxx Reports”). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Xxxxxx Report (i) complied (or will comply when filed), in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations thereunder and (ii) did not, as of the SEC thereunder applicable to such USXX SEC Documentsdate, and did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Xxxxxx Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX Xxxxxx Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes respect thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Xxxxxx and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Xxxxxx Reports (including any related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of Xxxxxx and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited interim financial statements, to (x) such exceptions as may be permitted by Form 10-Q promulgated by the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein.

SEC Documents. USXX Parent has made (and, furnished the Company with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each form, statement, annual, quarterly and other report, schedule, registration statement (other than on Form S-8), including exhibits and amendments) and definitive proxy statement filed by USXX Parent with the U.S. Securities and Exchange Commission ("SEC") since December 31, 1998 (the "Parent SEC Documents"), which are all the documents (other than preliminary material) that Parent was required to file with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents")such date. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective filing dates, the USXX Parent SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the U.S. Securities Exchange Act or the Exchange Actof 1934, as the case may beamended, and the rules and regulations thereunder, and none of the Parent SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements Since the filing of USXX the most recent Quarterly Report on Form 10-Q included in the USXX Parent SEC Documents, none of Parent's Organizational Documents has been amended or modified. The balance sheets and the related statements of operations, stockholders' equity (deficit) and cash flows (including the related notes thereto) of Parent included in the Parent SEC Documents (collectivelycomplied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, are in accordance with the "USXX Financial Statements") were (or will be when filed) books and records of Parent, have been prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a basis consistent basis with prior periods (except as may be indicated therein or in the notes thereto otherwise noted therein), and except with respect to unaudited statements as permitted by Form 10-Q) and present fairly present (or will fairly present when filed) in all material respects the financial position of USXX Parent as of the their respective dates thereof or dates, and the results of its operations and its cash flows for the respective periods then ended, as the case may be, presented therein (subject, in the case of unaudited the interim financial statements, to normal, recurring adjustments which are not material in the aggregatenormal year-end adjustments).

SEC Documents. USXX The Company has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS Parent a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX the Company with the SEC since December 31January 1, 1999 1995 and through prior to the Closing Date in substantially the form filed with the SEC date of this Agreement (the "USXX Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act"), or the Securities Exchange Act of 1934 (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX Company SEC Documents, and did not (or will not when filed) contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX Company SEC Documents (collectivelycomplied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements statements, as permitted by Form Rule 10-Q01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of the unaudited interim financial statements, to normalyear-end audit adjustments, recurring as permitted by Rule 10-01, and any other adjustments which are not material in described therein) the aggregateconsolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. USXX has made (andThe Seller is obligated under the Securities Exchange Act of 1934, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC as amended (the "USXX Exchange Act") to file reports pursuant to Sections 13 or 15(d) thereof (all such reports filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act hereinafter called the "SEC Documents"). Except as set forth in Section 4.8 of The Seller has filed all reports or other documents required to be filed under the USXX Disclosure Schedule, Exchange Act. All SEC Documents filed by the Seller as of their respective datesor for any period beginning on or after January 1, the USXX SEC Documents2001, including without limitation any financial statements or schedules included therein, complied (or will comply when filed), i) were prepared in all material respects in accordance with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not at the time they were filed (or, if amended or will not when filedsuperseded by a filing prior to the date hereof, then on the date of such filing) contain any untrue statement of a material fact or 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. The audited consolidated financial statements Seller has previously delivered to the Purchaser a correct and unaudited interim financial statements complete copy of USXX included in each report which the USXX SEC Documents Seller filed with the Securities and Exchange Commission (collectively, the "USXX Financial StatementsSEC" or the "Commission") were under the Exchange Act for any period ending on or after December 31, 2002 (the "Recent Reports"). None of the information about the Seller or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein any of its Subsidiaries which has been disclosed to the Purchasers herein or in the notes thereto course of discussions and except negotiations with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, hereto which is not disclosed in the case of unaudited interim financial statementsRecent Reports is or was required to be so disclosed, and no material non-public information has been disclosed to normal, recurring adjustments which are not material in the aggregatePurchasers.

SEC Documents. USXX has (a) Hanover and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since September 30, 2003 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Universal each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) they have so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC Documents"“Hanover Reports”). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Hanover Report (i) complied (or will comply when filed), in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Hanover Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX Hanover Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes respect thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Hanover and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Hanover Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of Hanover and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited interim financial statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Hanover and its Subsidiaries included in the most recent Hanover Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Hanover nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Hanover or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the aggregate, have not had and are not reasonably likely to have a Hanover Material Adverse Effect.

SEC Documents. USXX (a) Company has made previously delivered (andexcept to the extent such filings are publicly available on the XXXXX system) to Acquiror each registration statement, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Company with the SEC since December 31January 1, 1999 and through the Closing Date 2002, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof, and Company has timely filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since January 1, 1999 (collectively, the "USXX SEC Documents"“Company Reports”). Except as set forth in Section 4.8 As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the USXX Disclosure Scheduledate of this Agreement, as of their respective datesthe date so amended, supplemented or superseded), the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Company Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations thereunder and complied with the requirements thereof including all of the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in the USXX SEC Documents Company Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Company and its Subsidiaries as of its date and each of the respective dates thereof or consolidated statements of operations, cash flows and stockholders’ equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, subjectof Company and its Subsidiaries for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except, in the case of unaudited interim financial statements, for normal year-end audit adjustments and as otherwise may be noted therein. The principal executive officer of Company and the 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 normalthe Company Reports filed since such certifications have been required. For purposes of the preceding sentence, recurring adjustments which are not material “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the aggregateXxxxxxxx-Xxxxx Act.

SEC Documents. USXX PZE has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of DVN each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX PZE with the SEC since December 31January 1, 1999 and through the Closing Date 1998, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX SEC DocumentsPZE Reports"), and PZE has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, PZE Reports (i) were prepared in all material respects in accordance with the USXX SEC Documentsapplicable requirements of the Securities Act, including without limitation any financial statements or schedules included thereinthe Exchange Act, and the rules and regulations thereunder and complied (or will comply when filed), in all material respects with the then applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into PZE Reports (including the USXX SEC Documents (collectively, the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX PZE and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, comprehensive income, cash flows and stockholders' equity included in or incorporated by reference into PZE Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of PZE and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), recurring adjustments in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Since December 31, 1998, neither PZE nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities or obligations disclosed in PZE Reports or which are would not material have, individually or in the aggregate, a PZE Material Adverse Effect.

SEC Documents. USXX Pride has timely filed with the SEC all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Pride and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2001 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Pride has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Marine each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) it has so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsPride Reports"). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Pride Report (i) complied (or will comply when filed), in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into Pride Reports (including the USXX SEC Documents (collectively, the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Pride and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into Pride Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in shareholders' equity, as the case may be, of Pride and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal(x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments), recurring adjustments in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the most recent consolidated balance sheet of Pride and its Subsidiaries included in Pride Reports, including all notes thereto, as of the date of such balance sheet, neither Pride nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Pride or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not material reasonably likely to have, individually or in the aggregate, a Pride Material Adverse Effect.

SEC Documents. USXX FINANCIAL STATEMENTS. Since January 1, 2001, the Company has made filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (and, with respect the "1934 ACT") (all of the foregoing filed prior to such documents filed the date hereof or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the "SEC DOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the Closing DateSEC's website at http://www.sec.gov., will make) available to ONSS a true and complete copy copies of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with Documenxx. Xxxxxx xxx xxe letter from the SEC (the "USXX SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Scheduledated April 26, 2002, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, of the Company disclosed in the SEC Documents (the "FINANCIAL STATEMENTS") complied (or will comply when filed), as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the published rules and regulations of the SEC thereunder applicable with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to such USXX the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, and did not (or will not when filed) contain including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX included in the USXX SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate.

SEC Documents. USXX Parent has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of the Company each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Parent with the SEC since December 31January 1, 1999 and through the Closing Date 2000, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX SEC DocumentsParent Reports"), and Parent has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Parent Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Parent Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX Parent and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), recurring adjustments which are not material in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein.

SEC Documents. USXX has made (anda) Quest and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since December 31, with respect to such documents filed after the date hereof through the Closing Date2004 (each registration statement, will make) available to ONSS a true and complete copy of each report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) they have so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (SEC, collectively, including the "USXX SEC Documents"filings made by MLP, the “Quest Reports”). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Quest Report (i) complied (or will comply when filed), in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Quest Report that have been modified by an amendment to such report filed with the SEC prior to date hereof. The audited Except as set forth in Section 6.7(a) of the Quest Disclosure Letter, each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX Quest Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes respect thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Quest and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Quest Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of Quest and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited interim financial statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Quest and its Subsidiaries included in the most recent Quest Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Quest nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Quest or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the aggregate, have not had and are not reasonably likely to have a Quest Material Adverse Effect.

SEC Documents. USXX has made (and, with respect The Company hereby makes reference to such the following documents filed after by the date hereof through Company with the Closing DateCommission, will makewhich are available for review on the Commission’s website, xxx.xxx.xxx (collectively, the “SEC Documents”): (a) available to ONSS a true the Annual Report; and complete copy of each report, schedule, registration statement (other than b) the Company’s Quarterly Report on Form S-8)10-Q for the period ended September 30, 2014; and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents")any amendments thereto. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations none of the SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain any Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company as of the respective dates thereof or the results and its consolidated statements of operations operations, stockholders’ equity and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments which were and are not expected to have a material in adverse effect on the aggregateCompany, its business, financial condition or results of operations). Except as and to the extent set forth on the balance sheet of the Company as of December 31, 2014, including the notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. USXX The Company has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC Securities and Exchange Commission (the "USXX Commission") all forms, reports, schedules, statements and other documents required to be filed by it since its initial public offering under the Exchange Act or the Securities Act (such documents, as supplemented and amended since the time of filing, collectively, the "Company SEC Documents"). Except as set forth in Section 4.8 of The Company has timely filed with the USXX Disclosure Schedule, as of their respective dates, Commission all Company SEC Documents within the USXX five-year period preceding the date hereof. The Company SEC Documents, including including, without limitation limitation, any financial statements or schedules included or incorporated by reference therein, complied at the time filed (or will comply when filed)and, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beof registration statements and proxy statements, on the dates of effectiveness and the rules and regulations dates of the SEC thereunder applicable to such USXX SEC Documentsmailing, and respectively) (a) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (and, in the case of any prospectus, in light of the circumstances under which they were made), not misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX Company SEC Documents at the time filed (collectivelyand, in the "USXX Financial Statements"case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, were (or will be when filed) prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of unaudited statements statements, as permitted by Form 10-Q) Q of the Commission), and fairly present presented (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not consistent with past practice), in all material in respects, the aggregateconsolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Documents. USXX The Company has made (andfiled all reports required to be filed by it under the Exchange Act, with respect including pursuant to such documents filed after Section 13(a) or 15(d) thereof, for the three years preceding the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the foregoing materials being collectively referred to herein as the "USXX SEC Documents")) on a timely basis, or has received a valid extension of such time of filing. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such USXX Commission promulgated thereunder, and none of the SEC Documents, and did not (or will not when filed) contain , contained any untrue statement of a material fact or omit 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. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX SEC Documents (collectively, comply as to form in all material respects with applicable accounting requirements and the "USXX Financial Statements") were (or will be when filed) published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (during the periods involved, except as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) thereto, and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company and its consolidated subsidiaries as of and for the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material normal year-end audit adjustments. Since the date of the financial statements included in the aggregateCompany's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the Disclosure Materials.

SEC Documents. USXX The Company has made (and, with respect delivered to such documents filed after the date hereof through the Closing Date, will make) available to ONSS Parent a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX the Company with the SEC since December 31January 1, 1999 1994 and through prior to the Closing Date in substantially the form filed with the SEC date of this Agreement (the "USXX Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX Company SEC Documents, and did not (or will not when filed) contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX Company SEC Documents (collectivelycomplied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements statements, as permitted by Form Rule 10-Q01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of the unaudited interim financial statements, to normal, recurring adjustments adjustments, which are will not material be material, either individually or in the aggregate.) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein. (e)

SEC Documents. USXX has made (and, with respect The Company hereby makes reference to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than Annual Report on Form S-8), and definitive proxy statement filed by USXX with 10-K for the SEC since fiscal year ended December 31, 1999 2009 and through the Closing Date in substantially Quarterly Report on Form 10-Q for the form fiscal quarter ended June 30, 2010, and any amendments thereto, filed by the Company with the SEC Commission, and the Current Report on Form 8-K filed by the Company with the Commission on November 23, 2010 (the "USXX “Restatement 8-K”), which are available for review on the Commission’s website, xxx.xxx.xxx: (collectively, the “SEC Documents"”). Except As of the date thereof, except as set forth in Section 4.8 of the USXX Disclosure Schedule, as of their respective datesRestatement 8-K, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and none of the SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain any Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim Except as set forth in the Restatement 8-K, the financial statements of USXX the Company included in the USXX SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company as of the respective dates thereof or the results and its consolidated statements of operations operations, shareholder equity and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments which were and are not material expected to have a Material Adverse Effect). Except as and to the extent set forth on the balance sheet of the Company as of June 30, 2010, including the notes thereto, or as otherwise set forth in the aggregateRestatement 8-K, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. USXX has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the USXX SEC DocumentsExchange Act) of Guidant prepared by it since its initial public offering (including, including without limitation any financial statements or schedules included thereinlimitation, complied (or will comply when filedthe Registration Statement on Form S-1 with respect to its initial offering), in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Guidant Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Guidant Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX Guidant as of its date, and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Guidant Reports (including any related notes and schedules) fairly presents the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of Guidant for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the aggregate.periods involved, except as may be noted therein. Guidant has no liabilities or obligations of 14

SEC Documents. USXX The Company has delivered or made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Buyer each registration statement, report, schedule, registration statement (other than on Form S-8), and definitive proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) filed by USXX with the SEC since December 31January 1, 1999 and through 1999, (collectively, the Closing Date "Company Reports"). The Company Reports, which were filed, in substantially the form filed all material respects, with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by the Company under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "USXX SEC DocumentsSecurities Laws"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Company Reports (i) complied (or will comply when filed), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, Laws and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements balance sheets of USXX the Company included in or incorporated by reference into the USXX SEC Documents Company Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company as of its date and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of the Company for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. USXX has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, or, if amended, as of the USXX SEC Documentsdate of the last such amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of Parent prepared by Parent since January 1, 1996, in the form (including without limitation exhibits and any financial statements or schedules included thereinamendments thereto) filed with the SEC, (collectively, the "Parent Reports") (i) complied (or will comply when filed), as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, Parent Reports and (ii) at the time they were filed did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Parent Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX Parent and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the financial position, results of operations and cash flows for the respective periods then endedflows, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are not reasonably likely to be material in amount or effect, and the aggregateabsence of footnotes), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (a) as set forth in the Parent Reports, (b) liabilities or obligations reflected on, or reserved against in, a consolidated balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied and included in the Parent Reports, (c) liabilities or obligations incurred in the ordinary course of business which are not reasonably likely to have a Parent Material Adverse Effect and (d) arising under executory contracts not currently in default.

SEC Documents. USXX Buyer has made (anddelivered to Sellers each registration statement, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement or information statement prepared and filed by USXX with the SEC Securities and Exchange Commission by it since December 31June 30, 1999 and through the Closing Date 2003, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC Documents"“Buyer Reports”). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Buyer Reports (i) complied (or will comply when filed), as to form in all material respects with the applicable requirements of the Securities Act, the Securities Exchange Act or of 1934, as amended (the “Exchange Act, as the case may be”), and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Buyer Reports (collectivelyincluding the related notes and schedules) fairly presents, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects respects, the consolidated financial position of USXX Buyer and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Buyer Reports (together with the related notes and schedules) fairly presents, in all material respects, the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, subjectof Buyer and its Subsidiaries for the periods set forth therein (subject to the lack of footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with United States generally accepted accounting principles consistently applied during the case of unaudited interim financial statementsperiods involved, except as may be noted therein. Except as and to normal, recurring adjustments which are not material the extent set forth in the aggregateconsolidated balance sheet of Buyer and its Subsidiaries at December 31, 2003, including all notes thereto, or as set forth in the Buyer Reports, neither Buyer nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Buyer or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date.

SEC Documents. USXX (a) The Company has made previously delivered (andexcept to the extent such filings are publicly available on the XXXXX system) to Parent each registration statement, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX the Company with the SEC since December 31January 1, 1999 and through the Closing Date 2004, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof, and the Company has timely filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations and rules since January 1, 2001 (collectively, the "USXX SEC DocumentsCompany Reports"). Except As of their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded) and except as set forth in Section 4.8 5.5 of the USXX Company Disclosure Schedule, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Company Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations thereunder and complied with the requirements thereof including all of the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in the USXX SEC Documents Company Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX the Company and its Subsidiaries as of its date and each of the respective dates thereof or consolidated statements of operations, cash flows and stockholders' equity included in the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, subjectof the Company and its Subsidiaries for the periods set forth therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except, in the case of unaudited interim financial statements, for normal year-end audit adjustments and as otherwise may be noted therein. The principal executive officer of the Company and the principal financial officer of the Company (and each former principal executive officer or principal financial officer of the 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 normalthe Company Reports filed since such certifications have been required. For purposes of the preceding sentence, recurring adjustments which are not material "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the aggregateXxxxxxxx-Xxxxx Act.

SEC Documents. USXX Parent has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of the Company each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Parent with the SEC since December 31January 1, 1999 and through the Closing Date 2000, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX SEC DocumentsParent Reports"), and Parent has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant A-18 securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Parent Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Parent Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX Parent and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), recurring adjustments which are not material in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein.

SEC Documents. USXX The Company has made (anddelivered to AMRE each registration statement, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement filed as defined in Regulation 14C under the Exchange Act) prepared by USXX with the SEC it since December March 31, 1999 1993, (including exhibits and through the Closing Date in substantially the form any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsCOMPANY REPORTS"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, (i) the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Company Reports complied (or will comply when filed), as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documentsthereunder, and (ii) the Company Reports and any Private Placement Memorandums of Company did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements balance sheets of USXX Company included in the USXX SEC Documents Company Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) has been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or generally accepted accounting principles consistently applied, or, if unaudited, in accordance with applicable published accounting requirements of the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) SEC, and fairly present (or will fairly present when filed) in all material respects presents the consolidated financial position of USXX Company and the Company's Subsidiaries as of its date, and each of the respective dates thereof or consolidated statements of income, changes in stockholders' equity and cash flows of Company included the Company Reports (including any related notes and schedules, and together with the consolidated balance sheets of the Company, the "COMPANY FINANCIAL STATEMENTS") has been prepared in accordance with generally accepted accounting principles consistently applied, or, if unaudited, in accordance with applicable published accounting requirements of the SEC, and fairly presents the results of operations and operations, changes in stockholders' equity or cash flows for the respective periods then endedflows, as the case may be, of the Company and the Company's Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not cause a material adverse effect on the financial condition, business, operations, liquidity, property, or assets of the Company and the Company Subsidiaries considered as a single enterprise). Neither the Company nor any of the Company Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the aggregate.notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since June 30, 1995 (the "BALANCE SHEET DATE"). The balance sheet of the Company for March 31, 1995 and the related consolidated statements of income for the period ended March 31, 1995 are hereafter referred to as the "MARCH COMPANY FINANCIALS". All material agreements, contracts and other documents required to be filed as exhibits to any of the Company Reports have been so filed. The Company has timely filed all reports, registration statements and other filings required to be filed with the SEC under the rules and regulations of the SEC. Any financial statements prepared for filing with the SEC by the Company subsequent to the date of the March Company Financials or the date hereof, including but not limited to its year ended March 31, 1996 audited financial statements (but only to the

SEC Documents. USXX Other Reports and Xxxxxxxx-Xxxxx. (a) Company has timely made (and, with respect all filings required to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement be filed by USXX it with the SEC under the Securities Act or the Exchange Act since December 31June 30, 1999 and through the Closing Date in substantially the form filed with the SEC 2012 (the "USXX “Company SEC Documents"”). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduletheir respective filing dates or, if amended, as of their respective datesthe date of the last amendment prior to the date hereof, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and and, at the rules and regulations respective times they were filed, none of the Company SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements (including, in each case, any notes thereto) of USXX Company included in the USXX Company SEC Documents (collectivelycomplied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP (except, in the case of the 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 therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) presented in all material respects the consolidated financial position of USXX Company and its Subsidiaries as of the respective dates thereof or and the results of their operations and their cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are not material and to any other adjustments described therein). Except as disclosed in the aggregate.Company SEC Documents filed with the SEC prior to the date hereof or as required by GAAP, Company has not, between June 30, 2012 and the date hereof, made or adopted any change in its accounting methods, practices or policies in effect on June 30, 2012 that would be required to be disclosed in the Company SEC Documents. (b) Each of the principal executive officer and the principal financial officer of Company (or each former principal executive officer and former principal financial officer of

SEC Documents. USXX The Parent has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form timely filed with the SEC all required documents since January 1, 1993, and will timely file all required Parent SEC Documents between the date hereof and the Effective Time (all such documents, the "USXX Parent SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Parent SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations and, as of their respective dates, none of the Parent SEC thereunder applicable to such USXX SEC Documents, and did not (Documents contained or will not when filed) contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX the Parent included or to be included in the USXX Parent SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) have been prepared in accordance with GAAP generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Parent and its consolidated Subsidiaries as of at the respective dates thereof or and the consolidated results of their operations and statements of cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring normal year- end audit adjustments which are not material in the aggregateand to any other adjustments described therein).

SEC Documents. USXX (a) Since January 1, 2007, the Company has made (andfiled with, with respect to such documents filed after or furnished to, the date hereof through the Closing Date, will make) available to ONSS a true Securities and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC Exchange Commission (the "USXX “SEC”) all documents required to be filed or furnished by the Company under the Securities Act or the Exchange Act (the “Company SEC Documents"”). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations date hereof (or with respect to Company SEC Documents filed or furnished after the date hereof, except as amended or supplemented prior to the Closing Date), none of the Company SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain Documents contained any untrue statement of a material fact or omit 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 that no representation is made by the Company with respect to information supplied by Parent, Holdco, Sub or their respective Subsidiaries for inclusion in the Company SEC Documents. The audited consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the twelve months ended December 31, 2007, and the unaudited interim financial statements of USXX the Company included in the USXX SEC Documents Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008 (collectively, the "USXX “Company Financial Statements") were (or will be when filed) ”), have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company and its Subsidiaries as of at the respective dates thereof or and the results of their operations and cash flows changes in financial position for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are not material in the aggregateand to any other adjustments set forth therein).

SEC Documents. USXX Basic has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of JetStar each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX it with the SEC Securities and Exchange Commission (“SEC”) since December 31January 1, 1999 and through the Closing Date 2006, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX “Basic Reports”), and Basic has filed all forms, reports and documents required to be filed by it with the SEC Documents")pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Basic Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Basic Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Basic and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the Basic Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, subjectof Basic and its Subsidiaries for the periods set forth therein, in each case in accordance with GAAP, except, in the case of unaudited interim financial statements, to normal, recurring for normal year-end audit adjustments which are not material in and the aggregateabsence of notes thereto.

SEC Documents. USXX Parent has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of the Company each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Parent with the SEC since December 31September 30, 1999 and through the Closing Date 1995, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsParent Reports"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Parent Reports (or will comply when filed), i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Parent Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX Parent and its Subsidiaries as 20 27 of its date and each of the respective dates thereof consolidated statements of income, cash flows and retained earnings included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations and operations, cash flows for the respective periods then endedor retained earnings, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal(x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), recurring adjustments in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Parent and its Subsidiaries at September 30, 1996, including all notes thereto, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which are would not material have, individually or in the aggregate, a Parent Material Adverse Effect and liabilities and obligations arising in the ordinary course of business since such date. 7.8.

SEC Documents. USXX SUG has made (and, with respect to -------------------------- such documents filed after the date hereof through the Closing Date, will make) available to ONSS PNT a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX SUG with the SEC since December 31June 30, 1999 1998 and through the Closing Date in substantially the form filed with the SEC (the "USXX SUG SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SUG SEC Documents, including without limitation any financial statements or schedules included thereinthere- in, complied (or will comply when filedcomply), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SUG SEC Documents, and did not (or will not when filednot) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX SUG included in the USXX SUG SEC Documents (collectively, the "USXX SUG Financial Statements") were (or will be when filedbe) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated indi- cated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present pre- sent (or will fairly present when filedpresent) in all material respects the financial xxxxx- cial position of USXX SUG as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate.

SEC Documents. USXX FINANCIAL STATEMENTS. Since January 1, 2001, the Company has made filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (and, with respect the "1934 ACT") (all of the foregoing filed prior to such documents filed the date hereof or amended after the date hereof through the Closing Dateand all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, will make) available being hereinafter referred to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (as the "USXX SEC DocumentsDOCUMENTS"). The Company has delivered to the Buyers or their representatives, or made available through the SEC's website at http://www.sec.gov., true and coxxxxxx xxxxxx xx the SEC Documents. Except as set forth in Section 4.8 of for the USXX Disclosure Scheduleletter from the SEC dated April 26, 2002, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, of the Company disclosed in the SEC Documents (the "FINANCIAL STATEMENTS") complied (or will comply when filed), as to form in all material respects with the applicable accounting requirements of the Securities Act or the Exchange Act, as the case may be, and the published rules and regulations of the SEC thereunder applicable with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to such USXX the extent they may exclude footnotes or may be condensed or summary statements) and, fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Buyer which is not included in the SEC Documents, and did not (or will not when filed) contain including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX included in the USXX SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate.

SEC Documents. USXX has made (and, with respect Prior to such documents filed after the date hereof through the Closing Datehereof, will make) available PMT has delivered to ONSS a true and complete copy MHA copies of each reportall of PMT's Annual Reports on Forms 10-K, schedule, registration statement (other than Quarterly Reports on Form S-8)10-Q and Current Reports on Form 8-K, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form as filed with the SEC Securities and Exchange Commission ("SEC") since June 14, 1996, and its proxy statement dated November 14, 1995 (the "USXX SEC DocumentsPMT Reports"). Except as set forth The PMT Reports (i) were prepared in Section 4.8 all material respects in accordance with the applicable requirements of the USXX Disclosure ScheduleSecurities Exchange Act of 1934, as amended (the "1934 Act") and the rules and regulations promulgated thereunder, and (ii) as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents PMT Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX PMT as of its date and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the PMT Reports (including any related notes and schedules) fairly presents the results of operations and operations, retained earnings or cash flows of PMT for the respective periods then ended, as the case may be, set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not be material in amount or effect) in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein. These representations shall be deemed to be made with respect to PMT Reports filed subsequent to the date hereof at the time of their filing. PMT has made all filings required to be filed by PMT under the 0000 Xxx.

SEC Documents. USXX The Common Shares are registered pursuant to Section 12(g) of the Exchange Act and the Corporation has made (andfiled all reports, with respect schedules, forms, statements and other documents required to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement be filed by USXX it with the SEC since December 31, 1999 U.S. Securities and through Exchange Commission (the "SEC") during the twelve months preceding the Closing Date pursuant to the reporting requirements of the Exchange Act, in substantially the form filed with the SEC each case, as amended, supplemented and/or restated (all of which, including any filings incorporated by reference thereto, collectively the "USXX SEC Documents"). Except as set forth in Section 4.8 The Corporation has made available true and complete copies of the USXX Disclosure ScheduleSEC Documents (except for exhibits and incorporated documents) to the Purchaser. As of the time each was filed (or if amended or superseded by a filing before the date hereof, as then on the date of their respective datessuch filing), the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such USXX SEC Documents, and did not (or will not when filed) contain none of the SEC Documents contained any untrue statement of a material fact or omit 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. The audited consolidated financial statements and unaudited interim financial statements of USXX the Corporation included in the USXX SEC Documents (collectively, comply as to form in all material respects with applicable accounting requirements and the "USXX Financial Statements") were (published rules and regulations of the SEC or will be when filed) other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect or (ii) in the case of unaudited interim statements, to unaudited statements as permitted by Form 10-Qthe extent they may not include footnotes or may be condensed or summary statements) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Corporation as of the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregatenormal year-end audit adjustments).

SEC Documents. USXX The Company has made (andfiled all required reports, with respect to such ------------- schedules, forms, statements and other documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31July 2, 1999 and through the Closing Date in substantially the form filed with the SEC 1995 (the "USXX SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), ------------- in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the -------------- rules and regulations of the SEC promulgated thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain and, at the time of filing, none of the SEC Documents contained any untrue statement of a material fact or omit 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. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX SEC Documents (collectively, the "USXX Company ------- Financial Statements") were (or will be when filed) 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 statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company as of the respective dates thereof or the results and its statements of operations operations, stockholders' equity and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments which were and are not material expected to be material). Except as and to the extent set forth on the balance sheet of the Company as at June 29, 1997, including the notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected on a balance sheet, or in the aggregatenotes thereto, prepared in accordance with generally accepted accounting principles, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since June 29, 1997 which could not reasonably be expected to have a Material Adverse Effect. The Company has heretofore delivered to Parent complete and correct copies of all of the SEC Documents and all amendments and modifications thereto, as well as, to the extent any shall exist, all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect.

SEC Documents. USXX has made (anda) Quest and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since December 31, with respect to such documents filed after the date hereof through the Closing Date2004 (each registration statement, will make) available to ONSS a true and complete copy of each report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) they have so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (SEC, collectively, including the "USXX SEC Documents"filings made by MLP, the “Quest Reports”). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Quest Report (i) complied (or will comply when filed), in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Quest Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. The audited Except as set forth in Section 6.7(a) of the Quest Disclosure Letter, each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX Quest Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes respect thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Quest and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Quest Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of Quest and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited interim financial statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Quest and its Subsidiaries included in the most recent Quest Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Quest nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of Quest or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the aggregate, have not had and are not reasonably likely to have a Quest Material Adverse Effect.

SEC Documents. USXX The Company has made (andfiled with the SEC on a timely basis all reports, with respect schedules, forms, statements and other documents required to be filed by it since July 1, 1996 as such documents filed after since the date hereof through time of filing may have been amended or supplemented (the Closing Date, will make) available "COMPANY SEC DOCUMENTS"). No subsidiary of the Company is required to ONSS a true and complete copy of each file with the SEC any report, schedule, registration form, statement (or other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents")document. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX Company SEC Documents, and did not (or will not none of the Company SEC Documents when filed) contain filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company for the fiscal quarter ended March 31, 2001 filed with the SEC (the "MARCH FINANCIAL STATEMENTS") and all other financial statements of the Company included in the USXX Company SEC Documents Documents, including in each case the notes thereto (collectivelycollectively with the March Financial Statements, the "USXX Financial StatementsSEC FINANCIAL STATEMENTS") were (or will be when filed) comply as to 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 generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company as of the respective dates thereof or and the consolidated results of their operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normalnormal recurring year-end audit adjustments and other adjustments described therein). Except as set forth in the March Financial Statements and except as arising hereunder, recurring adjustments which the Company and its subsidiaries have no liabilities or obligations of any nature (whether absolute, accrued, asserted or unasserted, contingent or otherwise) that would be required to be reflected on or reserved against in any SEC Financial Statements that are not material disclosed, reflected or reserved against in such SEC Financial Statements, except for such liabilities and obligations (i) that have been incurred since March 31, 2001 in the ordinary course of business, (ii) that, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Company or (iii) arising as a result of the consummation of the transactions contemplated by this Agreement.

SEC Documents. USXX Financial Statements. Since June 30, 2004, the Company has made filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (and, with respect the “Commission”) under the 1934 Act (all of the foregoing filed prior to such documents filed the date hereof or amended after the date hereof through and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the Closing Date“SEC Documents” and any of the foregoing filed prior to the date hereof for periods ending on or after December 31, will make) available 2005 or amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to ONSS a as the “Latest SEC Documents”). The Company has delivered to the Subscribers, or their representatives, true and complete copy copies of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied (or will comply when filed), in all material respects with the requirements of the Securities Act or Company disclosed in the Exchange Act, SEC Documents (the “Financial Statements”) complied as the case may be, to form and substance with applicable accounting requirements and the published rules and regulations of the SEC thereunder applicable Commission with respect thereto. Such Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto, or (ii) in the case of unaudited interim statements, to such USXX the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). No other information provided by or on behalf of the Company to the Subscribers which is not included in the SEC Documents, and did not (or will not when filed) contain including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX included in the USXX SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregate.

SEC Documents. USXX has (a) New York and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of London each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) they have so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) as filed with the SEC (collectively, the "USXX SEC Documents"“New York Reports”). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each New York Report (i) complied (or will comply when filed), in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any New York Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX New York Reports (including related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes respect thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX New York and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the New York Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of New York and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited interim financial statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which are not material in the aggregate), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of New York and its Subsidiaries included in the most recent New York Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date hereof, neither New York nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of New York or in the notes thereto prepared in accordance with GAAP consistently applied, other than current liabilities incurred in the ordinary course of business or liabilities or obligations which, individually or in the aggregate, are not and are not reasonably likely to be material in nature. To the knowledge of the New York Parties, as of the date of this Agreement, none of the New York Reports 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 New York Reports. There has been no material correspondence between the SEC and New York since January 1, 2010 through the date of this Agreement that is not available on the SEC’s Electronic Data Gathering and Retrieval database.

SEC Documents. USXX The Company has made available (andincluding via XXXXX) to the Purchaser, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than the Company's Annual Report on Form S-810-K for the fiscal year ended December 31, 2002, the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2003, the Company's Definitive Proxy Statement for the Annual Meeting held on June 3, 2003 and the Company's Current Reports on Form 8-K filed after December 31, 2002 and before the date hereof (all such materials being called, collectively, the "FILED SEC DOCUMENTS"). The Company will, promptly upon the filing thereof, also make available to each Purchaser all statements, reports (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) and definitive proxy statement statements filed by USXX the Company with the SEC since December 31, 1999 during the period commencing on the date hereof and through ending on the Closing Date in substantially (all such materials required to be furnished to the form filed with the SEC (Purchaser pursuant to this sentence being called, collectively, the "USXX SEC DocumentsDOCUMENTS"). Except as set forth The Company has filed in Section 4.8 a timely manner all documents that the Company was required to file under the Exchange Act during the 12 months preceding the date of the USXX Disclosure Schedule, as this Agreement. As of their respective filing dates, the USXX Filed SEC DocumentsDocuments complied, including without limitation any financial statements or schedules included therein, complied (or and the SEC Documents will comply when filed)comply, in all material respects with the requirements of the Securities Act or the Exchange Act, and none of the Filed SEC Documents, as the case may beof their respective filing dates, contained, and the rules and regulations none of the SEC thereunder applicable to such USXX SEC DocumentsDocuments will contain, and did not (or will not when filed) contain any untrue statement of a material fact or omit omitted or omit, as the case may be, to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX included in the USXX SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then endedare, as the case may be, subjectmade, in not misleading, except to the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregateextent corrected by a subsequent Filed SEC Document.

SEC Documents. USXX Headwaters has made (andfiled all required reports, with respect to such documents filed after the date hereof through the Closing Dateschedules, will make) available to ONSS a true and complete copy of each reportforms, schedule, registration statement (other than on Form S-8)statements, and definitive proxy statement filed by USXX other documents with the SEC since December 31October 1, 1999 (collectively, and through the Closing Date in substantially the form filed with the SEC (each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "USXX Headwaters SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Headwaters SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX Headwaters SEC Documents. As of their respective dates, none of the Headwaters SEC Documents (including any and did not (or will not when filedall financial statements therein) contain contained any untrue statement of a material fact or omit failed to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX Headwaters included in the USXX Headwaters SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) have been prepared in accordance with GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the period involved (except as may be indicated therein or in the notes thereto thereto), and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) fairly, in all material respects respects, the consolidated financial position of USXX as of Headwaters and its subsidiaries at the respective dates thereof or and the consolidated results of operations and cash flows for the respective periods then ended, as the case may be, specified (subject, in the case of unaudited interim financial quarterly statements, to normal, recurring adjustments which are not material normal year-end audit adjustments). Except as reflected or reserved against in the aggregateHeadwaters Financial Statements or otherwise disclosed in the Headwaters Disclosure Letter, Headwaters and its subsidiaries have no material liabilities or other obligations (including contingent liabilities and obligations) except, (i) since the date of the most recent audited balance sheet included in the Headwaters Financial Statements, liabilities and obligations incurred in the ordinary course of business or (ii) that would not be required to be reflected or reserved against in the consolidated balance sheet of Headwaters and its subsidiaries prepared in accordance with GAAP.

SEC Documents. USXX The Company has made filed all reports or other filings required to be filed by it under Securities Act and the Securities Exchange Act of 1934, as amended (andthe “Exchange Act”), with respect including pursuant to such documents filed after Section 13(a) or 15(d) thereof, for the three years preceding the date hereof through (the Closing Date, will make) available foregoing materials being collectively referred to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8herein as the “SEC Documents”), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents")on a timely basis. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX Securities and Exchange Commission promulgated thereunder, and none of the SEC Documents, and did not (or will not when filed) contain , contained any untrue statement of a material fact or omit 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. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX SEC Documents (collectively, comply in all material respects with applicable accounting requirements and the "USXX Financial Statements") were (or will be when filed) published rules and regulations of the Securities and Exchange Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (during the periods involved, except as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) thereto, and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company as of and for the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material normal year-end audit adjustments. Since the date of the financial statements included in the aggregateCompany’s last filed Annual Report on Form 10-K and except as disclosed on Schedule 2.1(f), there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the SEC Documents.

SEC Documents. USXX The Company has made (andfiled all reports required to be filed by it under the Exchange Act, with respect including pursuant to such documents filed after Section 13(a) or 15(d) thereof, for the three years preceding the date hereof through (the Closing Dateforegoing materials being collectively referred to herein as the "SEC Documents" and, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX together with the SEC since December 31Schedules to this Agreement furnished by or on behalf of the Company, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX Disclosure Materials") on a timely basis, or has received a valid extension of such time of filing and has filed any such SEC Documents")Documents prior to the expiration of any such extension. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such USXX Commission promulgated thereunder, and none of the SEC Documents, and did not (or will not when filed) contain , contained any untrue statement of a material fact or omit 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. All material agreements to which the Company is a party or by which the property or assets of the Company is subject have been filed as exhibits to the SEC Documents as required; the Company is not in breach of any such agreement where such breach may have or result in a Material Adverse Effect. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX SEC Documents (collectively, comply in all material respects with applicable accounting requirements and the "USXX Financial Statements") were (or will be when filed) published rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles as in effect at the time of filing applied on a consistent basis (during the periods involved, except as may be otherwise indicated therein in such financial statements or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) thereto, and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company as of and for the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material normal year-end audit adjustments. Since the date of the financial statements included in the aggregateCompany's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had a Material Adverse Effect which has not been specifically disclosed in writing to the Purchaser by the Company. The Company last filed audited financial statements with the Commission on March 31, 1998, and has not received any comments from the Commission in respect thereof.

SEC Documents. USXX Parent has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of the Company each ------------- registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Parent with the SEC since December 31September 30, 1999 and through the Closing Date 1995, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsParent Reports"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Parent Reports (or will comply when filed), i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Parent Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX Parent and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, cash flows and retained earnings included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations and operations, cash flows for the respective periods then endedor retained earnings, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal(x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), recurring adjustments which are not material in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Parent and its Subsidiaries at September 30, 1996, including all notes thereto, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the aggregate.notes thereto prepared in accordance with generally accepted accounting principles consistently

SEC Documents. USXX Edge has filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Xxxxxx each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8)preliminary materials) it has so filed, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsEdge Reports"). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits respective date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each Edge Report (i) complied (or will comply when filed), in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX Edge Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes respect thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Edge and its Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of operations, cash flows and changes in stockholders' equity included in or incorporated by reference into the Edge Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Edge and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which are will not be material in effect); and said financial statements (including the related notes and schedules) have been prepared in accordance with generally accepted accounting principles which have been consistently applied throughout the periods covered thereby, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of Edge and its Subsidiaries included in the most recent Edge Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Edge nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Edge or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which have not had and could not reasonably be expected to have, individually or in the aggregate, an Edge Material Adverse Effect.

SEC Documents. USXX The Company has made (andfiled all reports required to be filed by it under the Exchange Act, with respect including pursuant to such documents filed after Section 13(a) or 15(d) thereof, for the three years preceding the date hereof through (or such shorter period as the Closing Date, will makeCompany was required by law to file such material) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the foregoing materials being collectively referred to herein as the "USXX SEC Documents") on a timely basis, or has received a valid extension of such time of filing (in which case it has made all such filings in the time required by such extension). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material -7- 9 respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the published rules and regulations of the SEC thereunder applicable to such USXX Commission promulgated thereunder, and none of the SEC Documents, and did not (or will not when filed) contain , contained any untrue statement of a material fact or omit 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. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX SEC Documents (collectively, comply in all material respects with applicable accounting requirements and the "USXX Financial Statements") were (or will be when filed) rules and regulations of the Commission with respect thereto as in effect on the date of the filing. Such financial statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (during the periods involved, except as may be otherwise specifically indicated therein in such financial statements or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) thereto, and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company and its consolidated subsidiaries as of and for the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normalnormal year-end audit adjustments. The Company last filed audited financial statements with the Commission on February 13, recurring adjustments which are 1997 and the Company has not material received any comments from the Commission in respect of such audited financial statements. Since the date of the financial statements included in the aggregateCompany's Quarterly Report on Form 10-Q for the Quarterly Period ended January 31, 1997, there has been no event, occurrence or development that has had, could have or would result in a Material Adverse Effect which is not specifically disclosed in the Disclosure Materials.

SEC Documents. USXX Holly has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Frontier each reportregistration statement, schedulerepxxx, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Holly with the SEC Securities and Exchange Commission ("SEC") since December 31July 00, 1999 and through the Closing Date 0000, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX SEC DocumentsHolly Reports"), and Holly has filed all forms, reports and documents xxxxired to be filed xx xt with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Holly Reports (or will comply when filed), i) were prepared in all material respects accordance with the requirements applicable reqxxxxxents of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superseded by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Holly Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presxxxx in all material respects the consolidated financial position of USXX Holly and its Subsidiaries as of its date and each of the respective dates thereof consolidatex xxxtements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Holly Reports (including any related notes and schedules) fairly presxxxx in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders' equity, as the case may be, of Holly and its Subsidiaries for the periods set forth therein (subject, in xx the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in the aggregateamount or effect.

SEC Documents. USXX Frontier has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Xxxxx each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Frontier with the SEC since December 31, 1999 and through the Closing Date 2000, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX “Frontier Reports”), and Frontier has filed all forms, reports and documents required to be filed by it with the SEC Documents")pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Frontier Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superseded by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Frontier Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Frontier and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the Frontier Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of Frontier and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in the aggregateamount or effect.

SEC Documents. USXX PGS has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC all documents required to be so filed by it since January 1, 2001, pursuant to Sections 13(a) and 15(d) of the Exchange Act, and PGS has made available to Veritas each registration statement and report it has so filed with the SEC, each in the form (including exhibits, documents incorporated by reference and any amendments thereto) filed with the SEC, and PGS has filed with the OSE all documents required to be filed by PGS under the Securities Trading Act or the Norwegian Exchange Act (collectively, the "USXX SEC DocumentsPGS Reports"). Except as set forth in Section 4.8 As of the USXX Disclosure Scheduleits date, as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, each PGS Report (i) complied (or will comply when filed), in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, the Securities Trading Act or the Norwegian Exchange Act, as the case may beapplicable, and the respective rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC or OSE prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents (collectively, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or PGS Reports filed in the U.S. under the Securities Act or the Exchange Act (including the related notes thereto and except with respect to unaudited statements as permitted by Form 10-Qschedules) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX PGS and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and changes in shareholders' equity included in or incorporated by reference into the PGS Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in shareholders' equity, as the case may be, of PGS and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim statements, to (x) such exceptions as may be permitted by the rules and regulations of the SEC and (y) normal year-end audit adjustments), in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as reflected in such financial statements, including all notes thereto, and except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby neither PGS nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to normalbe reflected on, recurring adjustments or reserved against in, a balance sheet of PGS or in the notes thereto prepared in accordance with U.S. generally accepted accounting principles consistently applied, other than (i) liabilities and obligations arising in the ordinary course of business since the date of such financial statements and (ii) liabilities or obligations which are would not material have, individually or in the aggregate, a PGS Material Adverse Effect. Each consolidated balance sheet of PGS included or incorporated by reference into the PGS Reports does not reflect a deferred tax liability for unremitted earnings of PGS' Subsidiaries (other than Hara Skip A/S) which are subject to the Norwegian Shipping Tax Provisions because such unremitted earnings are properly treated as permanently reinvested in accordance with U.S. APB 23 requirements for reporting of deferred taxes under U.S. SFAS 109.

SEC Documents. USXX The Company has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Parent each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX the Company with the SEC since December October 31, 1999 and through the Closing Date 1995, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsCompany Reports"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Company Reports (or will comply when filed), i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements balance sheets of USXX the Company included in or incorporated by reference into the USXX SEC Documents Company Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of income, cash flows and changes in stockholders' equity ("retained earnings") of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the results of operations and operations, cash flows for the respective periods then endedor retained earnings, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal(x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments), recurring adjustments in each case in accordance 10 17 with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein. Except as and to the extent set forth on the consolidated balance sheet of the Company and its Subsidiaries at October 31, 1996, including all notes thereto, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of the Company or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which are would not material have, individually or in the aggregate, a Company Material Adverse Effect and liabilities and obligations arising in the ordinary course of business since such date. 5.8.

SEC Documents. USXX has made (and, with respect Prior to such documents filed after the date hereof through the Closing Datehereof, will make) available PMT has delivered to ONSS a true and complete copy Data Transfer copies of each reportall of PMT's Annual Reports on Forms 10-K, schedule, registration statement (other than Quarterly Reports on Form S-8)10-Q and Current Reports on Form 8-K, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form as filed with the SEC Securities and Exchange Commission ("SEC") since June 14, 1996, and its proxy statement dated November 14, 1995 (the "USXX SEC DocumentsPMT Reports"). Except as set forth The PMT Reports (i) were prepared in Section 4.8 all material respects in accordance with the applicable requirements of the USXX Disclosure ScheduleSecurities Exchange Act of 1934, as amended (the "1934 Act") and the rules and regulations promulgated thereunder, and (ii) as of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents PMT Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in fairly presents the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX PMT as of its date and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the PMT Reports (including any related notes and schedules) fairly presents the results of operations and operations, retained earnings or cash flows of PMT for the respective periods then ended, as the case may be, set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not be material in amount or effect) in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved, except as may be noted therein. These representations shall be deemed to be made with respect to PMT Reports filed subsequent to the date hereof at the time of their filing. PMT has made all filings required to be filed by PMT under the 0000 Xxx.

SEC Documents. USXX Purchaser has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS Seller a true and ------------- complete copy of each Purchaser's Form 10-K for the year ended December 31, 1999 and any other statement, report, schedule, registration statement (other than on Form S-8), and or definitive proxy statement filed by USXX Purchaser with the SEC since December 31January 1, 1999 and through 2000 to the Closing Date in substantially the form filed with the SEC (the "USXX Purchaser SEC Documents"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective filing dates, the USXX Purchaser SEC Documents, including without limitation any financial statements or schedules included therein, complied (Documents comply or will comply when filed), in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations none of the Purchaser SEC thereunder applicable to such USXX SEC Documents, and did not (Documents contain or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except to the extent corrected by a subsequently filed Purchaser SEC Document. The audited Without limiting the foregoing, each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX Purchaser SEC Documents (collectively, fairly presented the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX Purchaser and its subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, stockholders' equity and cash flows included in or incorporated by reference into the Purchaser SEC Documents fairly presented the results of operations operations, stockholders' equity and cash flows of Purchaser and its subsidiaries for the respective periods then ended, as the case may be, period set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not be material and the absence of certain footnote disclosures), in each case in accordance with generally accepted accounting principles consistently applied during the aggregateperiods involved.

SEC Documents. USXX The Company has made filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (andthe "EXCHANGE ACT"), with respect including pursuant to such documents filed after Section 13(a) or 15(d) thereof, for the two years preceding the date hereof through (or such shorter period as the Closing DateCompany was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC DOCUMENTS" and, will make) available to ONSS a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX together with the SEC since December 31, 1999 Schedules to this Agreement and through any other information furnished by or on behalf of the Closing Date Company in substantially the form filed connection with the SEC (offer and sale of the Securities to the Purchasers, the "USXX SEC DocumentsDISCLOSURE MATERIALS")) on a timely basis, or has received a valid extension of such time of filing. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such USXX Commission promulgated thereunder, and none of the SEC Documents, and did not (or will not when filed) contain , contained any untrue statement of a material fact or omit 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. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX SEC Documents (collectively, comply in all material respects with applicable accounting requirements and the "USXX Financial Statements") were (or will be when filed) rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (during the periods involved, except as may be indicated therein otherwise specified in such financial statements or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) thereto, and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company and the Subsidiaries as of and for the respective dates thereof or and the results of operations and cash flows for the respective periods then ended, as the case may beshown, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material normal year-end audit adjustments. Since the date of the financial statements included in the aggregateCompany's last filed Quarterly Report on Form 10-Q, there has been no event, occurrence or development that has had or that could have or result in a Material Adverse Effect which has not been specifically disclosed in writing to the Purchasers by the Company. The Company last filed audited financial statements with the Commission on March 31, 1998 and has not received any comments from the Commission in respect thereof.

SEC Documents. USXX The Company has filed with the SEC, and has ------------- heretofore made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a Parent true and complete copy of each reportcopies of, scheduleall forms, registration statement (reports, schedules, statements and other than on Form S-8), and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form documents required to be filed with the SEC by the Company since January 1, 1998 (together with all information incorporated therein by reference, the "USXX Company SEC Documents"). Except as set forth in Section 4.8 No subsidiary of the USXX Disclosure ScheduleCompany is required to file any form, as report, schedule, statement or other document with the SEC. As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such USXX Company SEC Documents, and did not (or will not when filed) contain none of the Company SEC Documents at the time they were filed contained any untrue statement of a material fact or omit 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. The audited consolidated financial statements and unaudited interim financial statements of USXX (including the related notes) included in the USXX Company SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") (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 therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company and its consolidated subsidiaries as of the respective dates thereof or the and their respective consolidated results of operations and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, normal and recurring adjustments which are not material year-end audit adjustments). Except as set forth in the aggregateCompany SEC Documents filed and publicly available prior to the date of this Agreement (the "Company Filed SEC Documents") (including the financial statements included therein) and except as arising hereunder, the Company and its subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations that individually or in the aggregate could not reasonably be expected to have a material adverse effect on the Company.

SEC Documents. USXX Xxxxx has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of Frontier each registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8), and definitive proxy statement preliminary materials) filed by USXX Xxxxx with the SEC Securities and Exchange Commission (“SEC”) since December July 31, 1999 and through the Closing Date 2000, each in substantially the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "USXX “Xxxxx Reports”), and Xxxxx has filed all forms, reports and documents required to be filed by it with the SEC Documents")pursuant to relevant securities statutes, regulations, policies and rules since such time. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, complied Xxxxx Reports (or will comply when filed), i) were prepared in all material respects accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of thereunder and complied with the SEC thereunder then applicable to such USXX SEC Documents, accounting requirements and (ii) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified or superseded by subsequent filings with the SEC prior to the date hereof. The audited Each of the consolidated financial statements and unaudited interim financial statements of USXX balance sheets included in or incorporated by reference into the USXX SEC Documents Xxxxx Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) presents in all material respects the consolidated financial position of USXX Xxxxx and its Subsidiaries as of its date and each of the respective dates thereof consolidated statements of operations, cash flows and stockholders’ equity included in or incorporated by reference into the Xxxxx Reports (including any related notes and schedules) fairly presents in all material respects the results of operations and operations, cash flows for the respective periods then endedor changes in stockholders’ equity, as the case may be, of Xxxxx and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalsuch exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments which were not or are not expected to be material in the aggregateamount or effect.

SEC Documents. USXX The Company has made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS Parent a true and complete copy of each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by USXX the Company with the SEC prior to the date of this Agreement (the "Company SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents")such date. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX Company SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX Company SEC Documents, and did not (or will not when filed) contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX Company SEC Documents (collectivelycomplied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements statements, as permitted by Form Rule 10-Q01 of Regulation S-X of the SEC) and fairly present in accordance with applicable requirements of GAAP (or will fairly present when filed) in all material respects the financial position of USXX as of the respective dates thereof or the results of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of the unaudited interim financial statements, to normal, recurring adjustments adjustments, which are will not material be material, either individually or in the aggregate) the consolidated financial position of the Company and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Company and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. USXX (a) The Company has delivered or made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a Parent true and complete copy copies of each reportregistration statement, scheduleproxy or information statement, registration statement (form, report and other than on Form S-8), and definitive proxy statement documents required to be filed by USXX it with the SEC since December 31January 1, 1999 and through the Closing Date in substantially the form filed with the SEC 1997 (collectively, the "USXX SEC DocumentsReports"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC DocumentsReports (i) complied, including without limitation any financial statements or schedules included thereinor, complied (or with respect to those not yet filed, will comply when filed)comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange ActAct and (ii) did not, as the case may beor, and the rules and regulations of the SEC thereunder applicable with respect to such USXX SEC Documentsthose not yet filed, and did not (or will not when filed) not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Company has filed all required SEC Reports required to be filed by it under the Exchange Act since November 1, 1996. The Company has heretofore made available or promptly will make available to Parent a complete and correct copy of all amendments or modifications to any SEC Report which has been filed prior to the date hereof or which is required to be filed but has not yet been filed with the SEC. (b) Each of the consolidated financial statements and unaudited interim financial statements balance sheets of USXX the Company included in or incorporated by reference into the USXX SEC Documents Reports (collectivelyincluding the related notes and schedules) presents fairly, the "USXX Financial Statements") were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects respects, the consolidated financial position of USXX the Company and its consolidated Subsidiaries as of its date, and each of the respective dates thereof consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normalnormal year-end audit adjustments), recurring adjustments in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in Section 4.8(c) of the Company Disclosure Schedule and except as set forth in the SEC Reports, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of August 8, 1998, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) since August 8, 1998 and (iii) liabilities or obligations which are not material would not, individually or in the aggregate, have a Material Adverse Effect. SECTION 4.9.

SEC Documents. USXX The Company has delivered or made (and, with respect to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each Watsxx xxxh registration statement, report, schedule, registration proxy statement or information statement (other than on Form S-8)as defined in Regulation 14C under the Exchange Act) prepared by it since January 1, and definitive proxy statement 1993, which reports constitute all of the documents required to be filed by USXX the Company with the SEC since December 31such date, 1999 and through the Closing Date each in substantially the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "USXX SEC DocumentsCompany Reports"). Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation Company Reports and any financial statements or schedules included therein, Company Reports filed after the date hereof and prior to the Effective Time (a) complied (or will comply when filed), as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, thereunder; and (b) did not (or will not when filed) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to A-13 14 make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited Company has timely filed with the SEC all reports required to be filed under Section 13, 14 and 15(d) of the Exchange Act since January 1, 1993. Each of the consolidated financial statements and unaudited interim financial statements balance sheets of USXX the Company included in or incorporated by reference into the USXX SEC Documents Company Reports (collectively, including the "USXX Financial Statements"related notes and schedules) were (or will be when filed) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) in all material respects the consolidated financial position of USXX the Company and its Subsidiaries as of its date (subject, in the respective dates thereof case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect, and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly present in all material respects the results of operations and operations, retained earnings or cash flows for the respective periods then endedflows, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal, recurring normal year-end audit adjustments which are would not be material in amount or effect). The financial statements of the aggregateCompany, including the notes thereto, included in or incorporated by reference into the Company Reports 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, and have been prepared in accordance with GAAP (except as may be indicated in the notes thereto). Since January 1, 1993, there has been no material change in the Company's accounting methods or principles except as described in the notes to such Company financial statements. 4.12.

SEC Documents. USXX has made (and, with respect The Company hereby makes reference to such the following documents filed after by the date hereof through Company with the Closing DateCommission, will makewhich are available for review on the Commission’s website, wxx.xxx.xxx: (collectively, the “SEC Documents”): (a) available to ONSS a true and complete copy of each report, schedule, registration statement (other than Annual Report on Form S-8), and definitive proxy statement filed by USXX with 10-K for the SEC since fiscal year ended December 31, 1999 2010; (b) the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2011; (c) the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2011; (d) the Company’s Current Reports on Form 8-K filed since January 1, 2011, and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents")any amendments thereto. Except as set forth in Section 4.8 of the USXX Disclosure Schedule, as As of their respective dates, the USXX SEC Documents, including without limitation any financial statements or schedules included therein, Documents complied (or will comply when filed), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beamended, and the rules and regulations promulgated thereunder and none of the SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain any Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of USXX the Company included in the USXX SEC Documents (collectivelycomply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "USXX Financial Statements") were (or will be when filed) have been prepared in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Qthereto) and fairly present (or will fairly present when filed) in all material respects the financial position of USXX the Company as of the respective dates thereof or the results and its consolidated statements of operations operations, stockholders’ equity and cash flows for the respective periods then ended, as the case may be, ended (subject, in the case of unaudited interim financial statements, to normal, normal and recurring year-end audit adjustments which were and are not expected to have a material in adverse effect on the aggregateCompany, its business, financial condition or results of operations). Except as and to the extent set forth on the balance sheet of the Company as of June, 30 2011, including the notes thereto, and the Current Reports on Form 8-K and Form 8-K/A filed with the SEC since June 30, 2011, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to be reflected on a balance sheet or not).

SEC Documents. USXX The Company has made filed all reports, proxy statements, registration statements, forms and other documents required to be filed by it with the Securities and Exchange Commission (and“SEC”) since January 1, with respect 2001 (collectively, including all exhibits and schedules thereto and documents incorporated by reference therein, the “Company SEC Documents”). No Subsidiary of the Company is required to such documents filed after the date hereof through the Closing Date, will make) available to ONSS a true and complete copy of each file any report, scheduleproxy statement, registration statement statement, form or other document with the SEC. None of the Company SEC Documents (other than on Form S-8)the financial statements and notes and schedules thereto contained therein, and definitive proxy statement filed by USXX with the SEC since December 31, 1999 and through the Closing Date in substantially the form filed with the SEC (the "USXX SEC Documents"). Except as set forth to which representations are made in Section 4.8 of the USXX Disclosure Schedule3.7), as of their respective datesfiling and effective dates (or, if amended prior to the USXX SEC Documentsdate of this Agreement, including without limitation any financial statements or schedules included therein, complied (or will comply when filedas of the respective filing and effective dates of such amendment), in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such USXX SEC Documents, and did not (or will not when filed) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading (except to the extent amended, revised or superseded by a subsequently filed Company SEC Document that has been filed with the SEC prior to the date of this Agreement). The audited consolidated financial statements and unaudited interim financial statements All of USXX included in the USXX such Company SEC Documents (collectivelyas amended prior to the date of this Agreement, if amended prior to the "USXX Financial Statements"date of this Agreement) were (or will be when filed) prepared complied in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto form and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (or will fairly present when filed) substance, in all material respects respects, with the financial position of USXX as applicable requirements of the respective dates thereof Securities Act and the Exchange Act, each as in effect on the date so filed (except to the extent amended, revised or superseded by a subsequently filed Company SEC Document that has been filed with the results SEC prior to the date of operations and cash flows for the respective periods then ended, as the case may be, subject, in the case of unaudited interim financial statements, to normal, recurring adjustments which are not material in the aggregatethis Agreement).