Common use of SEC Documents Clause in Contracts

SEC Documents. (i) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP") (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit recurring adjustments).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1December 31, 1995 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "Company SEC Documents"); (ii) as . As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the Company SEC Documents comply as to form complied 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1998 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) Evergreen Parent has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Parent SEC Documents"); (ii) as . As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents, including the exhibits thereto and documents incorporated therein by reference, are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied with the requirements of the G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 8 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has timely filed all documents that the Company was required reports, ------------- schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31, 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (i) Evergreen Financial Statements. Since January 13, 2006 the Company has filed or furnished, as applicable, all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to 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"”); (ii) as . The Company has delivered to the Buyers or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen included the Company disclosed in the SEC Documents comply (the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and and, fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Buyer has filed all required of the reports, ------------- schedules, forms, proxy statements and other documents (collectively, SEC Documents”) that the Buyer has been required to file with the SEC since January 1, 1995 Securities and Exchange Commission (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"“Commission”); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 19331934, 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 SEC DocumentsCommission thereunder, and none of the SEC Documents as of such dates Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, at the time and in the light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Buyer included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the with published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q (or Form 10-QSB, as the case may be) of Regulation S-Xthe Commission) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal recurring audit adjustments) the consolidated financial position of Evergreen the Buyer and its consolidated subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since relating to periods commencing on or after January 1, 1995 1998 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("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 periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). No Subsidiary is required to file any form, report or other document with the SEC.

SEC Documents. (i) Evergreen Since January 1, 2000, Holdings has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred required to as be filed by it with the Securities and Exchange Commission ("SEC Documents"); . All of the SEC Documents (ii) other than preliminary material or material which was subsequently amended), as of their respective filing dates, the SEC Documents complied with, in all material respects, with the all applicable requirements of the Securities Act and the Securities and Exchange Act of 19331934, as amended (the "Securities Exchange Act")) and, or the Exchange Actin each case, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents, and none . None of the SEC Documents as at the time of such dates filing and effectiveness contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) , except to the extent such statements have been amended, modified or superseded by later SEC Documents. The consolidated financial statements of Evergreen Holdings included in the SEC Documents comply complied with as to form form, in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC Securities and Exchange Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles Generally Accepted Accounting Principles ("GAAP")(except, in the case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act or as otherwise noted in such statements) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly presentpresented, in all material respectsaccordance with the applicable requirements of GAAP, the consolidated financial position of Evergreen and its consolidated subsidiaries Holdings as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, subject in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments which were not or are not expected to be material in amount).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1996 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "SEC Documents"). No subsidiary of the Company is required to file any reports, schedules, forms, statements and or other documents are hereinafter referred to as with the "SEC Documents"); (ii) as SEC. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the such SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) Evergreen has filed all required reportsTo the actual knowledge of the members of the Special Committee, ------------- scheduleswithout independent inquiry or investigation, forms, statements and other documents with the SEC since January 1, 1995 (such reports2005, schedules, forms, statements the REIT has filed with the SEC all reports and other documents are hereinafter referred required to as be filed by it during such period under the "Securities Exchange Act (the “REIT SEC Documents"”); (ii) as of their respective dates, . To the SEC Documents complied with the requirements actual knowledge 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 members of the SEC promulgated thereunder applicable to such SEC DocumentsSpecial Committee, and without independent inquiry or investigation, at the respective times they were filed, none of the REIT SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) misleading except to the extent corrected in a subsequently filed REIT SEC Document filed with the SEC prior to the date hereof. To the actual knowledge of the members of the Special Committee, without independent inquiry or investigation, the consolidated financial statements (including in each case any notes thereto) of Evergreen the REIT included in the REIT SEC Documents comply were prepared in conformity with GAAP consistently applied throughout the periods covered thereby (except in each case as to form described in the notes thereto) and fairly presented 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 generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position position, results of Evergreen operations and cash flows of the REIT and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, statements to normal year-end audit adjustmentsadjustments and to any other adjustments described therein), except to the extent corrected in a subsequently filed REIT SEC Document filed with the SEC prior to the date hereof.

SEC Documents. Arcadian has previously furnished to PCS true and complete copies of: (ia) Evergreen has Arcadian Annual Reports on Form 10-K filed all required reportswith the SEC for each of the years ended December 31, ------------- schedules1993 through 1995; (b) Arcadian Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31 and June 30, forms, statements and other documents 1996; (c) each definitive proxy statement filed by Arcadian with the SEC since January 1December 31, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents")1993; (iid) as each final prospectus filed by Arcadian with the SEC since December 31, 1993, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by Arcadian with the SEC since December 31, 1995. As of their respective dates, such reports, proxy statements and prospectuses (collectively, the "Arcadian SEC Documents Documents") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The audited consolidated financial statements of Evergreen and unaudited consolidated interim financial statements included in the Arcadian SEC Documents comply (including any related notes and schedules) fairly present the financial position of Arcadian and its consolidated Subsidiaries as to form in all material respects with applicable accounting requirements of the dates thereof and the published rules results of operations and regulations cash flows for the periods or as of the SEC with respect theretodates then ended (subject, have been prepared where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise disclosed in the notes thereto orthereto). Since December 31, in 1993, Arcadian has timely filed all reports, registration statements and other filings required to be filed by it with the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) SEC under rules and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as regulations of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)SEC. SECTION 5.07.

SEC Documents. (i) Evergreen 4.5.1 For all periods subsequent to March 9, 2011, PHI has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred as required by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to as the "expiration of any such extension), and PHI has delivered or made available to SGT all reports, schedules, forms, statements and other documents filed with or furnished to the SEC during such period (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “PHI SEC Documents"”); (ii) as of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen PHI included in the such PHI SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles 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 periods involved (except as may be indicated in the notes thereto orthereto), in have been reviewed by an independent accountant registered with the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) Public Company Accounting Oversight Board and fairly present, in all material respects, and accurately present the consolidated financial position of Evergreen and its consolidated subsidiaries PHI as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended covered thereby (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by PHI’s independent accountants, which are not expected to have a material adverse effect on PHI and its business).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents")) or has filed adequate extensions therefor; (ii) as of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1December 31, 1995 1996 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) . As of their respective dates, the consolidated financial statements of Evergreen Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have had been prepared in accordance with generally accepted accounting principles (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 periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, presented in all material respects, respects the consolidated financial position of Evergreen Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such all reports, schedules, forms, statements and other documents are hereinafter referred required pursuant to as the Securities Act and the Exchange Act since February 27, 1995 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Company included in the all SEC Documents filed since February 27, 1995 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, accordance with generally accepted accounting principles the consolidated financial position of Evergreen and its consolidated subsidiaries Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Summit has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1May 21, 1995 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen Summit included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of SEC) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, presented in all material respects, respects the consolidated financial position of Evergreen Summit and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations operation and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (ia) Evergreen Since September 1, 1996, the Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 required to be filed by the Company under the Securities Act or the Exchange Act (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Company SEC Documents"); (ii) as . As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; . The Company has delivered to Investor each registration statement, report, proxy statement or information statement prepared by it and filed with the SEC, in the form, including any exhibits or amendments thereto, filed with the SEC (iii) collectively, the consolidated "Company Reports"). The financial statements of Evergreen the Company included in the Company SEC Documents and the Company Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 orthereto) and fairly present in all material respects the financial position of the Company as at the dates thereof and the results of its operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments set forth therein).

SEC Documents. (i) Evergreen The Company has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1996 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit recurring adjustments).

SEC Documents. TCP has delivered to the Sellers each registration statement, report, proxy statement or information statement (ias defined in Regulation 14C under the Exchange Act) Evergreen has prepared by it since March 11, 1997, which reports constitute all of the documents required to be filed all required reportsby TCP with the Securities and Exchange Commission ("SEC") since such date, ------------- schedules, forms, statements each in the form (including exhibits and other documents any amendments thereto) filed with the SEC since January 1(collectively, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsTCP Reports"); (ii) as . As of their respective dates, the SEC Documents TCP Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 SEC Documents, thereunder; and none of the SEC Documents as of such dates contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (iii) . Each of the consolidated financial statements balance sheets of Evergreen TCP included in or incorporated by reference into the SEC Documents comply as to form TCP Reports (including the related notes and schedules) fairly present in all material respects with applicable accounting requirements the consolidated financial position of TCP as of its date, and the published rules and regulations each of the SEC with respect theretoconsolidated statements of income, have been prepared retained earnings and cash flows of TCP included in accordance with generally accepted accounting principles applied on a consistent basis during or incorporated by reference into the TCP Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of TCP for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein.

SEC Documents. (i) Evergreen The Company has furnished the Purchaser with a correct and complete copy of each report, schedule and registration statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since on or after January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); , which are all the documents (iiother than preliminary material) as that the Company was required to file (or otherwise did file) with the SEC on or after such date. As of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; , and (iii) the consolidated SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Evergreen the Company included in the SEC Documents comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-XQ promulgated by the SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal audit adjustments) the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen RSI has filed in a timely manner all documents that it was required reportsto file with the Securities and Exchange Commission ("SEC") under Sections 13, ------------- schedules14(a) and 15(d) of the Securities Exchange Act of 1934, formsas amended (the "Exchange Act") and all rules and regulations thereunder, statements and other since the date on which RSI became subject to such reporting requirements. As of their respective filing dates, all documents filed by RSI with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and all rules and regulations thereunder. None of the SEC Documents contained, as of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen RSI included in the SEC Documents (the "RSI Financial Statements") 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, . The RSI Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during and fairly present the consolidated financial position of RSI and its Subsidiaries at the dates thereof and the results of operations and cash flows of RSI and its Subsidiaries for the periods involved then ended (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has filed furnished to each Investor: the ------------- Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and all documents that the Company was required reportsto file, ------------- scheduleswhich it represents and warrants it did timely file, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), since January 1March ------------ 31, 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the 1933 Act, as applicable. The SEC Documents as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933or such later date on which such reports were amended, 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 SEC Documents, and none of the SEC Documents as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (i) Evergreen The Company has filed furnished to each Investor the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, excluding exhibits, and, upon request, all documents that the Company was required reportsto file, ------------- scheduleswhich it represents and warrants it did timely file, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31, 1995 1998 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act. The SEC Documents as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933or such later date on which such reports were amended, 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 SEC Documents, and none of the SEC Documents as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (i) Evergreen Allied has timely filed all required ------------- reports, ------------- schedules, forms, statements and other documents with the SEC since January 1January, 1995 1998 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Allied included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved presented (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen Allied and its consolidated subsidiaries Allied Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit adjustments)) in accordance with GAAP.

SEC Documents. (i) Evergreen has filed all required reports, ------------- schedules, forms, statements All of Encore’s reports and other documents required to be filed by Encore with the SEC Securities and Exchange Commission (the “SEC”) since January 1December 31, 1995 2004 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "“SEC Documents"”) pursuant to the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (ii) , as of their the respective dates, the dates of such SEC Documents Documents: (a) complied in all material respects with the requirements of the Securities Exchange 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 SEC Documents, ; and none of the SEC Documents as of such dates contained (b) when filed did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) . As of their respective dates, the consolidated financial statements of Evergreen Encore included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with accounting principles generally accepted accounting principles applied on a consistent basis in the United States of America during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of Evergreen Encore and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and the lack of complete footnotes).

SEC Documents. (i) Evergreen PHP has filed all required reports, ------------- schedules, ------------- forms, statements and other documents with the SEC Securities and Exchange Commission since January 1April 30, 1995 1996 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); . All of the SEC Documents --------------- (ii) other than preliminary material or material which was subsequently amended), as of their respective filing dates, the SEC Documents complied in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (amended, and the "Securities Act"), or the Exchange ActAct of 1934, as the case may beamended, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none . None of the SEC Documents Documents, as of such dates their respective dates, contained any untrue statement statements of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) , except to the extent such statements have been amended, modified or superseded by later SEC Documents. PHP's consolidated financial statements of Evergreen included in the SEC Documents comply complied, as to form in all material respects respects, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly presentpresented, in all material respectsaccordance with the applicable requirements of GAAP, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end recurring adjustments that would be made in the course of an audit adjustmentsand that would not be material). Since April 30, 1997, no Material Adverse Change has occurred in the business, assets, liabilities, condition (financial or other) or results of operations of PHP.

SEC Documents. (i) Evergreen Spice has made available to MXP a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by Spice with the SEC since January 1December 31, 1995 and prior to or on the date of this Agreement (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Spice SEC Documents"); , which are all the documents (iiother than preliminary material) as that Spice was required to file with the SEC between December 31, 1995 and the date of this Agreement. As of their respective dates, the Spice SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Spice SEC Documents, and none of the Spice SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Spice included in the Spice SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, present in all material respects, the consolidated financial position accordance with applicable requirements of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended GAAP (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit normal, recurring adjustments)., none of which are material) the consolidated financial

SEC Documents. (ia) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as As of their respective dates, the SEC Documents complied with the requirements of each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act")) of Parent prepared by it since its initial public offering (including, or without limitation, the Registration Statement on Form S-1 with respect to its initial public offering), in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Parent Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (iii) , except that information as of a later date shall be deemed to modify information as of an earlier date. Each of the consolidated financial statements of Evergreen balance sheets included in or incorporated by reference into the SEC Documents comply as to form Parent Reports (including the related notes and schedules) fairly presents 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 generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries Parent as of the dates thereof its date, and each of the consolidated results statements of their operations income, retained earnings and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent for the periods then ended set forth therein (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments), in each case in accordance with GAAP consistently applied throughout the periods indicated, except as may be noted therein.

SEC Documents. (i) Evergreen Except as set forth in Schedule 5.8 hereto, the ------------- ------------ Acquiror has filed all documents required reports, ------------- schedules, forms, statements and other documents to be filed by it with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as 1996. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Acquiror included in the SEC Documents comply 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, have been prepared in accordance with generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (on the basis stated therein and subject, in the case of the unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein).

SEC Documents. (i) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).. 2.5

SEC Documents. (i) Evergreen TMW has filed all required reports, ------------- schedules, forms, ------------- statements and other documents with the SEC since January 130, 1995 1998 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "TMW SEC Documents"); (ii) as . As of their respective dates, the TMW SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such TMW SEC Documents, and none of the TMW SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen TMW included in the TMW SEC Documents comply as to form complied 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). Except as set forth in the TMW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to TMW and its subsidiaries taken as a whole.

SEC Documents. (i) Evergreen Company has filed all required reports, ------------- schedules, ------------- forms, statements and other documents with the SEC since January 1, 1995 1993 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles principals (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 periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Since June 30, 1997, Buyer has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such -------------- reports, schedules, forms, statements and other documents are hereinafter referred to as (including exhibits and all other information incorporated therein) with the SEC ("Buyer SEC --------- Documents"); (ii) as . As of their respective dates, the Buyer SEC Documents complied in --------- all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents, and none of the no Buyer SEC Documents Document when filed (as of such dates amended and restated and as supplemented by subsequently filed Buyer SEC Documents) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Buyer included in the Buyer SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has furnished Parent and Acquisition Sub with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since January February 1, 1995 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS"); , which are all the documents (iiother than preliminary materials) that the Company was required to file with the SEC since that date. The SEC Documents, as of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act of 19331934, as amended (the "Securities ActEXCHANGE ACT"), or the Exchange Act, as the case may be, ) and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, for the absence of notes thereto or as permitted by Rule Form 10-01 QSB of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Evergreen Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).ended. The Company has not received any management letters or draft

SEC Documents. (i) Evergreen Buyer has provided to Seller its Annual Report on Form 10-K for the year ended December 31, 1998, Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, and its proxy statement with respect to its Annual Meeting of Stockholders for 1999 and any registration statements filed all required reportssince December 31, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1998 (such reports, schedules, forms, statements and other documents are hereinafter collectively referred to herein as the "SEC Documents"); (ii) as . As of their respective ------------- dates, except as otherwise disclosed in writing to Seller, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder there under applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Buyer included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subjectended. Since June 30, 1999, other than as discussed in the case SEC Documents, there has been no material adverse change in the business of unaudited quarterly statementsBuyer and its subsidiaries, to normal year-end audit adjustments)taken as a whole.

SEC Documents. (i) Evergreen Parent has filed in a timely manner all required -------------- reports, ------------- schedules, forms, statements and other documents with the SEC since January 1September 30, 1995 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Parent SEC Documents"); (ii) as . As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-year- end audit adjustmentsadjustments which were not and are not expected to be material in amount).

SEC Documents. (i) Evergreen The Company has timely filed all documents that the Company was required reports, ------------- schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31 , 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1994 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen PTI has made available to MicroLegend a true, correct and complete copy of PTI's Annual Report on Form 10-K for the year ended December 31, 1998, quarterly reports on Form 10-Q for the quarters ended March 31, 1999, June 30, 1999 and September 30, 1999, and definitive proxy statement for the Annual Meeting of Stockholders of PTI held on June 8, 1999, all as filed all required reports, ------------- schedules, forms, statements and other documents by PTI with the SEC since January 1(collectively, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "PTI SEC Documents"); (ii) as . As of their respective dates, the PTI SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the PTI SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen PTI included in the PTI SEC Documents are complete, accurate and comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles American GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Evergreen PTI and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. The Buyer is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (ithe “Exchange Act”), and has timely filed (subject to any permitted extensions for which the Buyer has timely filed) Evergreen has filed with SEC all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such periodic reports, schedules, forms, registration statements and other documents are hereinafter referred definitive proxy statements that the Buyer was required to as file with the "SEC Documents"on or after its initial public offering (collectively, the “Buyer SEC Filings”); . Each Buyer SEC Filing, (iii) as of their respective datesits date, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as and (ii) did not, at the case may betime it was filed, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (iii) . Each of the consolidated financial statements of Evergreen included (including in the each case, any notes thereto) contained in any Buyer SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been Filings was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orand, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act) on a consistent basis throughout the periods indicated, and each presented fairly the consolidated financial position, results of operations and cash flows of Buyer as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments which did not and would not, individually or in the aggregate, reasonably be expected to have a material and adverse effect to the business, condition (financial or other), results of operations, performance or properties of the Buyer, taken as a whole).

SEC Documents. (i) Evergreen Buyer has filed on a timely basis all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 2003 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "“SEC Documents"”); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Buyer included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Buyer and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly the interim financial statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Parent has filed all required reports, ------------- schedules, ------------- forms, statements and other documents with the SEC since January October 1, 1995 1996 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Parent SEC DocumentsDocu ments"); (ii) as . As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Xxxxxxx has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1998 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Xxxxxxx included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with accounting principles generally accepted accounting principles in the United States ("US 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 in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Xxxxxxx and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. Since January 7, 1997, the Company has timely filed with the Securities and Exchange Commission (ithe "SEC") Evergreen has filed all required reports, ------------- schedulesstatements, forms, statements schedules and other documents with the SEC since January 1and any amendments thereto (collectively, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsDOCUMENTS"); ) required to be filed by it pursuant to the Securities Exchange Act of 1934 (iithe "EXCHANGE ACT") as . As of their respective dates, the SEC Documents Documents, complied 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 SEC Documentsthereunder, and none of the SEC Documents as of such dates Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) . As of their respective dates, the consolidated financial statements of Evergreen included in the SEC Documents comply (the "FINANCIAL STATEMENTS"), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the unaudited interim statements, as permitted by Form 10-QSB under the Exchange Act, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments). There are no liabilities of the Company or the Subsidiary, whether absolute, contingent or otherwise, which have not been reflected in the Financial Statements, other than liabilities incurred in the ordinary course of business subsequent to the date of such Financial Statements, which liabilities, individually or in the aggregate, are not material to the financial condition or operating results of the Company.

SEC Documents. (i) Evergreen HOLL has filed all Securities and Exchange Commission Documents (thx "XEC Documents") required reports, ------------- schedules, forms, statements and other documents to be filed by it with the SEC since January 1, 1995 1999 pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsExchange Act"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange 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 the SEC Documents, and none of the SEC Documents as of such dates Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and . As of their respective dates (iii) or as amended), the consolidated financial statements of Evergreen HOLL included in the SEC Documents comply complied as to form in all material materxxx respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of HOLL as of the dates thereof and the results of its operations and xxxx flows for the periods then ended (subject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and subject, where applicable, to amendments to such financial statements included in the SEC Documents).

SEC Documents. (i) Evergreen URI has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "URI SEC Documents"); (ii) as . As of their respective dates, the URI SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) or the Exchange Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such URI SEC Documents, and none of the SEC Documents contained, as of such dates contained their respective dates, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen URI included in the URI SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 orthereto) and fairly present the financial position of URI as at the dates thereof and the results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein).

SEC Documents. (i) Evergreen The Company has filed furnished to each Investor: the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1996 and all documents that the Company was required reportsto file, ------------- scheduleswhich it represents and warrants it did timely file, forms, statements and other documents with the SEC under Sections 13 or 14(a) of the Securities Exchange Act of 1934, as amended ("EXCHANGE ACT"), since January 1March 31, 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the 1933 Act, as applicable. The SEC Documents as of their respective dates, the SEC Documents complied with the requirements of the Securities Act of 1933or such later date on which such reports were amended, 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 SEC Documents, and none of the SEC Documents as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents ("Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (i) Evergreen Except as set forth in Schedule 6.7 of the Excel Disclosure Letter, Excel has timely filed all required reports, ------------- schedules, forms, statements reports and other documents with the SEC since January 1, 1995 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsExcel Reports"); (ii) as . As of their respective dates, the SEC Documents Excel Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (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 SEC Documents, and none of the SEC Documents as of such dates contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (iii) . Each of the consolidated financial statements balance sheets of Evergreen Excel included in or incorporated by reference into the SEC Documents comply as to form Excel Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Excel and the published rules its Subsidiaries as of its date and regulations each of the SEC with respect theretoconsolidated statements of income, have been prepared retained earnings and cash flows of Excel included in accordance with generally accepted accounting principles applied on a consistent basis during or incorporated by reference into the Excel Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Excel and its Subsidiaries for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein or in the notes thereto and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. (i) Evergreen has Xxxxxx hereby makes reference to the following documents filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1Commission, 1995 as posted on the SEC’s website, xxx.xxx.xxx: (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "“SEC Documents")”): (a) Form 10-12G filed with the Commission on August 12, 2011 and any subsequent amendments thereto, (b) Annual Reports on Form 10-K for the years ended March 31, 2012 and 2013 and Quarterly Reports on Form 10-Q for the quarterly periods ended May 31, 2011, December 30, 2011, June 30, 2012, September 30, 2012, March 31, 2013, June 30, 2013, September 30, 2013, December 31, 2013 and any amendments thereto, (c) Schedule 14f-1 filed with the Commission on January 9, 2014, (d) Current Reports on Form 8-K filed with the Commission on October 23, 2011 and November 14, 2013; (ii) as and any amendments thereto. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 19331934, 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 SEC Documents, and none of the SEC Documents as of such dates contained any an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Xxxxxx included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles US 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 in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen and its consolidated subsidiaries Xxxxxx as of the dates thereof and the consolidated results its statements of their operations operations, stockholders’ equity (deficit) and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal and recurring year-end audit adjustmentsadjustments which were not and are not expected to have a material adverse effect on Xxxxxx, its business, financial condition or results of operations). Except as and to the extent set forth on the balance sheet of Xxxxxx as of December 31, 2013 included in the SEC Documents, including the notes thereto or on Schedule 4.9 of this Agreement. Xxxxxx 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). Xxxxxx does not have pending before the Commission any request for confidential treatment of information.

SEC Documents. (i) Evergreen IES has made available to IPW a true and complete copy of each report, schedule and registration statement filed all required reports, ------------- schedules, forms, statements and other documents by IES with the SEC since January 1, 1995 (as such reportsdocuments have since the time of their filing been amended, schedules, forms, statements and other documents are hereinafter referred to as the "IES SEC Documents"); ) which are all the documents (iiother than preliminary material) as that IES was required to file with the SEC since that date. As of their respective dates, the IES SEC Documents complied in all material aspects 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 IES SEC Documents, and none of the IES SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen IES included in the IES SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended present (on the basis stated therein and subject, in the case of the unaudited quarterly statementsstatements to normal, to normal year-end recurring audit adjustments) the consolidated results of its operations and cash flows (or changes in financial position prior to the approval of Statement of Financial Accounting Standards Number 95 ("FASB 95")) for the periods then ended.

SEC Documents. (i) Evergreen Company has filed all required reports, ------------- schedules, ------------- forms, statements and other documents with the SEC since January 1December 17, 1995 1997 (such reports, schedules, forms, statements and other documents are being hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Parent has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "Parent SEC Documents"); (ii) as . As of their respective dates, or if amended, as of the date of such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1996 (such reportscollectively, schedulesand in each case including all exhibits and schedules thereto and documents incorporated by reference therein, formsas amended, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements (including footnotes) of Evergreen the Company included in the SEC Documents (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 periods involved (except as may be specifically indicated in the notes thereto orthereto), in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations income, shareholders' equity and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen JMAR has timely filed all required reports, ------------- schedules, forms, statements reports and other documents with the SEC since January 1, 1995 1999 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC DocumentsJMAR Reports"); (ii) as . As of their respective dates, the SEC Documents JMAR Reports (a) complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Exchange Act, as the case may be, Act and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, (the "Securities Laws") and none of the SEC Documents as of such dates contained (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (iii) . Each of the consolidated financial statements balance sheets of Evergreen JMAR included in or incorporated by reference into the SEC Documents comply as to form JMAR Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of JMAR as of its date and the published rules and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared stockholders equity and cash flows of JMAR included in accordance with generally accepted accounting principles applied on a consistent basis during or incorporated by reference into the JMAR Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, stockholders equity or cash flows, as the case may be, of JMAR for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10to the absence of footnotes and to normal, year-01 of Regulation S-X) and fairly presentend audit adjustments which would not be material in amount or effect), in all material respectseach case in accordance with GAAP, except as may be noted therein or in the consolidated financial position of Evergreen notes thereto and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subjectexcept, in the case of the unaudited quarterly statements, to normal year-end audit adjustments)as permitted by the Exchange Act.

SEC Documents. (i) Evergreen The Purchaser has filed all required reportsregistration statements, ------------- schedulesprospectuses, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "SEC") since August 2, 2000 (the "SEC DocumentsReports"); (ii) as . As of their respective dates, the SEC Documents Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC DocumentsReports, and none of the SEC Documents as of such dates Reports when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Purchaser included in the SEC Documents comply Reports complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen the Purchaser and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Financial Statements. The Company has filed or furnished, as applicable, all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are required to be filed by it with the SEC under of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the foregoing filed prior to 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"); (ii) as . 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 complete copies of their respective the SEC Documents. As xx xxxxx xxxxxxxxve dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen included the Company disclosed in the SEC Documents comply (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, . Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such Financial Statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and and, fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. The Company has furnished Investor with a true, correct and complete copy of each report, schedule, registration statement and definitive proxy statement filed by La Petite (ior its predecessor) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1Securities and Exchange Commission ("SEC") on or after August 26, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); , which are all the documents (iiother than preliminary material) as that La Petite (or its predecessor) was required to file (or otherwise did file) with the SEC on or after such date. As of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they were made, not misleading; , and (iii) the consolidated SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Evergreen La Petite (or its predecessor) as of the fiscal years ended August 26, 1995, August 31, 1996 and August 30, 1997, included in the SEC Documents comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-XQ promulgated by the SEC) and fairly presentpresent (subject, in all material respects, the consolidated case of the unaudited statements to normal audit adjustments) the financial position of Evergreen and its consolidated subsidiaries La Petite as of at the dates thereof and the consolidated its results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen Neoprobe has made available to the Investors a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed all required reports, ------------- schedules, forms, statements and other documents by Neoprobe with the SEC since January 1, 1995 (as such reportsdocuments have since the time of their filing been amended, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); ) which are all the documents (iiother than preliminary material) as that Neoprobe was required to file with the SEC since such date. As of their respective dates, the SEC Documents complied in all respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act, Act as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, Documents and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a statement of material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Neoprobe included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen and its consolidated subsidiaries Neoprobe as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen The Company has furnished the Purchaser with a correct and complete copy of each report, schedule and registration statement filed all required reports, ------------- schedules, forms, statements and other documents by the Company with the SEC since on or after January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); , which are all ------------- the documents (iiother than preliminary material) as that the Company was required to file (or otherwise did file) with the SEC on or after such date. As of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates (including all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; , and (iii) the consolidated SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of Evergreen the Company included in the SEC Documents comply complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP during the periods involved (except as may be have been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 of Regulation S-XQ promulgated by the SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal audit adjustments) the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen Parent has filed all required reports, ------------- schedules, forms, statements reports and other documents with the SEC since January 1August 6, 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "Parent SEC DocumentsReports"); (ii) as , all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Parent SEC Documents Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (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 SEC Documents, and none of the SEC Documents as of such dates contained b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; . Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Parent SEC Reports (including the related notes and (iiischedules) fairly presents the consolidated financial position of Parent and the Parent Subsidiaries as of its date and each of the consolidated statements of Evergreen income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Documents comply Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as to form in all material respects with applicable accounting requirements the case may be, of Parent and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during Parent Subsidiaries for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the 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.

SEC Documents. (i) Evergreen The Company has timely filed all documents that the Company was required reports, ------------- schedules, forms, statements and other documents to file with the SEC Securities and Exchange Commission (the "SEC") under Sections_13 or 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since January 1December 31_, 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective filing dates, or such later date on which such reports were amended, the SEC Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities 1933 Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the applicable. No SEC Documents as of their respective dates, or such dates later date on which such reports were amended, or press release, containing information material to the business as a whole, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except . Except as may be indicated in the notes thereto to the Financial Statements or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X) the SEC, the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated any subsidiaries as of at the dates thereof and the consolidated results of their operations and consolidated cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit normal, recurring adjustments).

SEC Documents. (ia) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as As of their respective dates, or, if amended, as of the SEC Documents complied date of the last such amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of the Company prepared by the Company since January 1, 1998, in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Company Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 SEC Documents, Company Reports and none of (ii) at the SEC Documents as of such dates contained time they were filed did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (iii) . Each of the consolidated financial statements of Evergreen balance sheets included in or incorporated by reference into the SEC Documents comply as to form Company Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements and the published rules and regulations consolidated financial position of the SEC with respect theretoCompany and each of the Company Subsidiaries as of its date, have been prepared and each of the consolidated statements of operations, stockholders' equity and cash flows included in accordance with generally accepted accounting principles applied on a consistent basis during or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, of the Company and each of the Company Subsidiaries for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which are not reasonably likely to be material in amount or effect, and the absence of footnotes), in each case in accordance with U.S. generally accepted accounted principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

SEC Documents. (i) Evergreen Parent has filed all required reports, ------------- schedules, forms, statements and other documents SEC Documents (the "Parent SEC Documents") with the SEC since January 1, 1995 (such reports1998. To Parent's knowledge, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Parent included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1November 30, 1995 1994 (such reports, schedules, forms, statements and other documents filed and/or required to be filed are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied complied, 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 Item 310 of Regulation S-XB) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (iISSUER’s Common Stock is registered pursuant to Section 12(g) Evergreen of the Exchange Act. Since January 1, 2003, the ISSUER believes it has filed with the SEC all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 required to be filed (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . To the best knowledge of their respective datesthe ISSUER, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated financial statements of Evergreen the ISSUER, included in the SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries the ISSUER as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to the absence of complete notes and to normal year-end audit adjustments). However, the Form 10-QSB for the quarters ended June 30, 2006 and September 30, 2006 have not been reviewed by independent auditors for the Company. Since the date of the Financial Statements for the quarter ended September 30, 2006, there has been no material adverse change in the financial condition of the ISSUER. To the best of the ISSUER’s knowledge, since the date of the filing of the Form 10-QSB for the quarter ended September 30, 2006, there have been no events relating to the business or financial condition of the ISSUER that requires the filing of a Report on Form 8-K by the ISSUER.

SEC Documents. (ia) Evergreen Since December 13, 1995, the Purchaser has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 required to be filed under the Securities Act or the Exchange Act (such reportsdocuments filed with the SEC on or before January 15, schedules, forms, statements and other documents are hereinafter 1997 referred to herein as the "Purchaser SEC Documents"); (ii) as . As of their respective dates, (i) the Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and (ii) none of the Purchaser SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen the Purchaser included in the Purchaser SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with 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 or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen the Purchaser and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows changes in financial position for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and to any other adjustments described therein).

SEC Documents. (i) Evergreen Panther has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 Securities and Exchange Commission (such the "COMMISSION") all reports, schedules, forms, statements and other documents are hereinafter referred required by the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or the rules or regulations promulgated thereunder to as be filed by Panther in each case in the form and with the substance prescribed by either such Act or such rules or regulations (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC DocumentsDOCUMENTS"); (ii) as including, without limitation, proxy information and solicitation materials, in each case in the form and with the substance prescribed by either such Act or such rules or regulations. As of their respective datesfiling dates (or if amended, revised or superseded by a subsequent filing with the Commission then on the date of such subsequent filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such the SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Panther included in all SEC Documents, including any amendments thereto (the "SEC Documents comply FINANCIAL STATEMENTS"), complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto and, have been as at the dates as of which the same were prepared and for the periods then ended, fairly presented in all material respects the financial condition and results of operations of Panther and its affiliates on a consolidated basis in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (throughout all such periods, except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (disclosed on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsSchedule 5.7(c).. -40-

SEC Documents. (i) Evergreen has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as As of their respective dates, the SEC Documents (as ------------- defined in the Purchase Agreement) complied in all material respects with the requirements of the Securities Exchange Act of 1933, (as amended (defined in the "Securities Act"), or the Exchange Act, as the case may be, Purchase Agreement) and the rules and regulations of the SEC promulgated thereunder applicable to such the SEC Documents, except for the Exceptions, and none of the SEC Documents as of such dates Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; , except for the Exceptions. None of the statements made in any such SEC Documents is currently required to be updated or amended under applicable law, except for the Exceptions. Since December 31, 1998, there has been no material adverse change and (iii) no material adverse development in the consolidated business, properties, operations, financial statements condition or results of Evergreen included operations or publicly-announced prospects of P-Com, except as clearly disclosed as such in the SEC Documents comply as filed with the SEC since December 31, 1998 and except for the Exceptions. The "Exceptions" are the necessity to form restate P-Com's financial statements for the matters and to the extent disclosed in all material respects with applicable accounting requirements P-Com's January 28, 1999 and October 28, 1999 press releases, and the published rules various writedowns, writeoffs and regulations of the SEC with respect thereto, have been prepared charges described in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule P-Com's Form 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows Q for the periods then quarter ended (on the basis stated therein and subjectJune 30, in the case of unaudited quarterly statements, to normal year-end audit adjustments)1999.

SEC Documents. (i) Evergreen YGYI has filed on a timely basis all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred required to be filed by it with the Securities and Exchange Commission (“SEC”) pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "“1934 Act”), including material filed pursuant to Section 13(a) or 15(d) (the “SEC Documents"”); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities “1933 Act"), ”) or the Exchange Act, 1934 Act as the case may be, be and the rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen YGYI included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, . Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or, or (ii) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may not include footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries YGYI as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-year end audit adjustments).

SEC Documents. (i) Evergreen HMA has made available to River Oaks a true, correct and complete copy of HMA's Annual Report on Form 10-K for the year ended September 30, 1996, quarterly reports on Form 10-Q for the quarters ended December 31, 1996, March 31, 1997 and June 30, 1997, and definitive proxy statement for the annual meeting of shareholders of HMA held on February 18, 1997, all as filed all required reports, ------------- schedules, forms, statements and other documents by HMA with the SEC since January 1(collectively, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "HMA SEC DocumentsDOCUMENTS"); (ii) as . As of their respective dates, the HMA SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the and Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the HMA SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen HMA included in the HMA SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-Xthe SEC) and fairly presentpresent (subject, in all material respectsthe case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Evergreen HMA and its consolidated subsidiaries Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen Parent has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC under the Exchange Act since January 1, 1995 1998 (such reportsdocuments, schedules, forms, statements together with all exhibits and other schedules thereto and documents are hereinafter incorporated by reference therein collectively referred to herein as the "Parent SEC Documents"); (ii) as . As of their respective dates, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Parent included in the Parent SEC Documents comply as to form complied 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 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 in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein).

SEC Documents. (ia) Evergreen PAHOC has filed all required reports, ------------- schedules, forms, statements reports and other documents with the SEC since January 1December 31, 1995 1996 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "PAHOC SEC DocumentsReports"); (ii) as , all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the PAHOC SEC Documents Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (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 SEC Documents, and none of the SEC Documents as of such dates contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; . Each of the consolidated balance sheets of PAHOC included in or incorporated by reference into the PAHOC SEC Reports (including the related notes and (iiischedules) fairly presents the consolidated financial position of PAHOC and PAHOC Subsidiaries as of its date and each of the consolidated statements of Evergreen income, retained earnings and cash flows of PAHOC included in or incorporated by reference into the PAHOC SEC Documents comply Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as to form in all material respects with applicable accounting requirements the case may be, of PAHOC and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during PAHOC Subsidiaries for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, 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. (i) Evergreen Since January 1, 1999, the Company has timely filed all required reports, ------------- schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, and in all material respects, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and shareholders' equity for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly interim financial statements, to normal year-end audit recurring adjustments).

SEC Documents. Itron (iand each of its predecessors, if any) Evergreen has ------------- filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 1999 (such reportsdocuments, schedules, forms, statements together with all exhibits and other schedules thereto and documents are hereinafter incorporated by reference therein collectively referred to herein as the "Itron SEC Documents"); (ii) as . As of their ------------------- respective dates, the Itron SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Itron SEC Documents, and none of the Itron SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; , except that Itron's form 10K for 2000 and (iii) three 2001 Quarterly Reports on Form 10Q will be refiled with the SEC due to a restatement of Itron's annual 2000 and quarterly financial statements involving a change in accounting method for Itron's two outsourcing contracts from the percentage of completion, long-term contract method of accounting as specified by SOP 81-1 to the service method of accounting as specified in SAB No. 101. The consolidated financial statements of Evergreen Itron included in the Itron SEC Documents comply as to form complied 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 generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of Evergreen Itron and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments)ended.

SEC Documents. (i) Evergreen The Partnership has filed with the Commission all required reports, ------------- schedules, forms, schedules and statements and other documents with required to be filed by it under the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as of their respective dates, the SEC Documents complied with the requirements of Exchange Act or the Securities Act since December 31, 2012 on a timely basis (all such documents filed on or prior to the date of 1933this Agreement, as amended (collectively, the "Securities Act"“SEC Documents”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such . The SEC Documents, including any audited or unaudited financial statements and none of the SEC Documents as of such dates contained any untrue statement of a material fact notes thereto or omitted to state a material fact required to be stated therein or necessary in order to make the statements schedules included therein, in light at the time filed, (other than with respect to (d), except to the extent corrected or amended by a subsequently filed SEC Document filed prior to the date of the circumstances under which they were made, not misleading; and this Agreement) (iiia) the consolidated financial statements of Evergreen included in the SEC Documents comply complied as to form in all material respects with applicable requirements of the Exchange Act and the applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been (b) were prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule Form 10-01 Q of Regulation Sthe Commission), (c) fairly present (subject in the case of unaudited statements to normal, recurring and year-Xend audit adjustments) and fairly present, in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Partnership as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended ended, and (on the basis d) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein and subjector necessary to make the statements therein, in light of the case of unaudited quarterly statementscircumstances in which they were made, not misleading. PricewaterhouseCoopers LLP is an independent registered public accounting firm with respect to normal year-end audit adjustments)the Partnership and has not resigned or been dismissed.

SEC Documents. (i) Evergreen Except as set forth in Schedule 6.7 of the Excel Disclosure Letter, Excel has timely filed all required reports, ------------- schedules, forms, statements reports and other documents with the SEC since January 1, 1995 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the 31 "SEC DocumentsExcel Reports"); (ii) as . As of their respective dates, the SEC Documents Excel Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended Laws and (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 SEC Documents, and none of the SEC Documents as of such dates contained ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; and (iii) . Each of the consolidated financial statements balance sheets of Evergreen Excel included in or incorporated by reference into the SEC Documents comply as to form Excel Reports (including the related notes and schedules) fairly presents in all material respects with applicable accounting requirements the consolidated financial position of Excel and the published rules its Subsidiaries as of its date and regulations each of the SEC with respect theretoconsolidated statements of income, have been prepared retained earnings and cash flows of Excel included in accordance with generally accepted accounting principles applied on a consistent basis during or incorporated by reference into the Excel Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Excel and its Subsidiaries for the periods involved set forth therein (except as may be indicated in the notes thereto orsubject, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein or in the notes thereto and except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC.

SEC Documents. (i) Evergreen Parent has filed or furnished, as applicable, all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred required to as be filed by it with or furnished by it to the SEC since January 1, 1999 (the "PARENT SEC DocumentsDOCUMENTS"); (ii) as . As of their its respective datesdate, the each Parent SEC Documents Document, including any financial statements or schedules included therein, complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC DocumentsDocument, and none of the SEC Documents as of such dates contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Parent and its consolidated subsidiaries included in the Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in France ("FRENCH GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), include such additional disclosures as are required by, and comply as to form in all material respects with, the case published rules and regulations of unaudited statementsthe SEC with respect thereto, as permitted by Rule 10-01 of Regulation S-X) and fairly presentpresent fairly, in all material respects, the consolidated financial position of Evergreen Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal normal, recurring year-end audit adjustments).

SEC Documents. During the one (i1) Evergreen year prior to the date hereof, the Company has timely filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being referred to herein as the "“SEC Documents"”); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities 1934 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 the SEC Documents, and none of the SEC Documents as of such dates Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) . As of their respective dates, the consolidated financial statements of Evergreen the Company included in the SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto orthereto, or (ii) in the case of unaudited interim statements, as permitted by Rule 10-01 of Regulation S-Xto the extent they may exclude footnotes or may be condensed or summary statements) and fairly present, present in all material respects, respects the consolidated financial position of Evergreen and its consolidated subsidiaries the Company as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments which will not be material, either individually or in the aggregate).

SEC Documents. (i) Evergreen Purchaser has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 (such reports, schedules, forms, statements and other documents are hereinafter referred to as (the "“SEC Documents"); ”) required to be filed by Purchaser with the Securities and Exchange Commission (iithe “SEC”) as since December 31, 2005 pursuant to the Exchange Act. As of their its respective datesdate, except to the extent that information contained in any SEC Documents Document has been revised or superseded by a later filed SEC Document, (i) each SEC Document complied in all material respects with the requirements of the Securities Exchange 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 SEC DocumentsDocument, and (ii) none of the SEC Documents as of such dates contained contains any untrue statement of a material fact or omitted omits 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; misleading and (iii) the consolidated financial statements of Evergreen Purchaser included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles principals (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen TMW has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 130, 1995 1998 (such reportsdocuments, schedulestogether with all exhibits and schedules thereto and documents incorporated by reference therein, forms, statements and other documents are hereinafter collectively referred to herein as the "TMW SEC Documents"); (ii) as . As of their respective dates, the TMW SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such TMW SEC Documents, and none of the TMW SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen TMW included in the TMW SEC Documents comply as to form complied 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-XX of the SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen TMW and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments and other adjustments described therein). Except as set forth in the TMW SEC Documents, since the date of filing of such financial statements there has been no Material Adverse Change with respect to TMW and its subsidiaries taken as a whole.

SEC Documents. (i) Evergreen The Company has filed all required reports, ------------- -------------- schedules, forms, statements and other documents with the SEC Securities and Exchange Commission (the "SEC") since January 1, 1995 2003 (such reports, schedules, --- forms, statements and other documents are hereinafter referred to as the "SEC --- Documents"); (ii) as of their respective dates, the SEC Documents complied in --------- all material respects with the requirements of the Securities Act, or the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), or the Exchange Act, as the case ------------- may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, 4 not misleading; and (iii) in all material respects, (a) the consolidated financial statements of Evergreen the Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with generally accepted accounting principles (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 periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and (c) present fairly present, in all material respects, the consolidated financial position of Evergreen Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Parent has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 1, 1995 Securities and Exchange Commission the (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); . Parent has made available to the Sellers true, correct and complete copies of all Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and final Proxy Statements included within the SEC Documents. All of the SEC Documents (ii) other than preliminary material or material which was subsequently amended), as of their respective filing dates, complied in all material respects with all applicable requirements of the Act, and the Securities Exchange Act of 1934, as amended, (the "Exchange Act"). None of the SEC Documents, as of their respective dates, the SEC Documents complied 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 SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) , except to the extent such statements have been amended, modified or superseded by later SEC Documents. Parent's consolidated financial statements of Evergreen included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly presentpresented, in all material respectsaccordance with the applicable requirements of GAAP, the consolidated financial position of Evergreen and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Company has filed all required reports, ------------- schedules, forms, statements and other documents with the SEC since January 128, 1995 1997 (such reports, schedules, forms, statements and other documents are hereinafter referred to as the "SEC Documents"); (ii) as . As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents as of such dates contained any untrue statement statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the . The consolidated financial statements of Evergreen Company included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (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 periods involved (except as may otherwise be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthereto) and fairly present, in all material respects, present the consolidated financial position of Evergreen Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen Apertus has filed all required reports, ------------- schedules, forms, statements statements, and other documents with the SEC since January 1September 30, 1995 1994 (such reportstogether with later filed documents that revise or supersede earlier filed documents, schedules, forms, statements and other documents are hereinafter referred to as the "Apertus SEC Documents"); (ii) as . As of their respective dates, the Apertus SEC Documents complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Apertus SEC Documents, and none . None of the Apertus SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iii) the consolidated . The financial statements of Evergreen Apertus included in the Apertus SEC Documents comply complied as of their respective dates of filing with the SEC 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 generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto orthereto), in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, present the consolidated financial position of Evergreen Apertus and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments).

SEC Documents. (i) Evergreen has Included in the Amacan Schedules are copies of Amacan's Annual Report on Form 10-KSB for the fiscal years ended April 30, 1995, 1994 and 1993, respectively, and all other reports filed all or required reports, ------------- schedules, forms, statements and other documents to be filed with the SEC since January May 1, 1995 1992 (such reportscollectively, schedules, forms, statements and other documents are hereinafter referred to as the "AMACAN SEC DocumentsDOCUMENTS"); , which are all the documents (iiother than preliminary material) as that Amacan was required to file with the SEC since such date. As of their respective filing dates, the Amacan SEC Documents complied in all material respects with the requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act"), or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the Amacan SEC Documents as of such dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading; and (iii) , except to the consolidated extent corrected by a subsequently filed Amacan SEC Document. The financial statements of Evergreen Amacan included in the Amacan SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-Xthe SEC) and fairly present, in all material respects, present the consolidated financial position of Evergreen and its consolidated subsidiaries as of Amacan at the dates thereof and the consolidated results of their its operations and cash flows changes in financial position for the periods then ended (on the basis stated therein and subject, in the case of unaudited quarterly statements, to normal year-end normal, recurring audit adjustments).