Common use of SEC Filings Clause in Contracts

SEC Filings. (a) Buyer has filed with the SEC on a timely basis (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments thereto, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders held since December 31, 1997, and (iii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Endwave has timely filed all forms, documents, statements and reports required to be filed under the Exchange Act prior to the date hereof by it with the SEC on a timely basis (i) Buyer's transition report on Form 10-K for the transition period from April since January 1, 1998 to December 312009 (the forms, 1998documents, statements and its annual reports on Form 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments thereto, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders held since December 31, 1997, and (iii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31January 1, 1998 (the documents referred to in this Section 4.09(a)2009, collectivelyincluding any amendments thereto, the "Buyer “Endwave SEC Documents"Reports”). (b) . As of its their respective dates, or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing dateprior to the date hereof, the Endwave SEC Reports complied, and each Buyer of the Endwave SEC Document complied as Reports filed subsequent to form the Agreement Date will comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Xxxxxxxx-Xxxxx Act, as the case may be. (c) , and the applicable rules and regulations promulgated thereunder. As of its the time of filing datewith the SEC, each Buyer none of the Endwave SEC Document Reports so filed pursuant or that will be filed subsequent to the Exchange Act did not contain Agreement Date contained or will contain, as the case may be, any untrue statement of a material fact or omit omitted to state any 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. (d) Each Buyer , except to the extent that the information in such Endwave SEC Document that is a registration statement, as Report has been amended or supplemented, if applicable, superseded by a later Endwave SEC Report filed pursuant prior to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadinghereof.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis delivered to Acquiror (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1995, 1996 and 1997, including all amendments thereto(ii) its quarterly reports on Form 10-Q for its fiscal quarters ended after December 31, 1997, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 1997, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1997 (the documents referred to in this Section 4.09(a), collectively, 3.07(a) being referred to collectively as the "Buyer Company SEC Documents"). The Company's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 1998 is referred to herein as the "Company 10-Q". (b) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange 1933 Act, as the case may be. (c) As of its filing date, each Buyer Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis delivered to each Investor or its counsel (i) Buyerthe Company's transition annual report on Form 10-K for its fiscal year ended June 30, 1999 (the transition period from April 1"Company 10-K"), 1998 to December 31, 1998, and (ii) its annual quarterly reports on Form 10-K Q for the its fiscal years quarters ended March September 30, 1999 and December 31, 1998 and 19971999, including all amendments theretorespectively, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, the shareholders of the Company held since December 31June 30, 19971999, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31June 30, 1998 1999 (the documents referred to in this Section 4.09(a3.06(a), collectively, the "Buyer Company SEC Documents"). (b) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Buyer Company SEC Document filed pursuant to the Exchange 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Since July 1, 1999, the Company and its Subsidiaries, as applicable, have filed all reports, registrations and statements, together with any amendments required to be made with respect thereto, that were required to be filed with the Commission.

SEC Filings. (a) Buyer The Company has filed with delivered to the Purchaser, or has made available, prior to the date hereof true and correct copies of (collectively, the "SEC on a timely basis REPORTS"): (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports Annual Report on Form 10-K for the fiscal years year ended March December 31, 1998 and 1997, including all amendments thereto1999, (ii) its proxy or information statements relating to meetings ofQuarterly Reports on Form 10-Q for the quarters ended June 30, or actions taken without a meeting by Buyer's stockholders held since December 1999, September 30, 1999 and March 31, 19972000, which includes the Company's balance sheet as at March 31, 2000 (the "MARCH BALANCE SHEET"), (iii) the Registration Statement on Form S-3 filed with the Commission on April 28, 2000, and (iiiiv) all of its other reports, statements, schedules and registration statements required the MSO Registration Statement to be filed with the SEC since December 31Commission as provided in SECTION 7.1(A) and attached hereto as EXHIBIT 2.11(A). The Company has also delivered to the Purchaser, 1998 or has made available, prior to the date hereof true and correct copies of its Registration Statement on Form S-1 (File No. 333-87029) (the documents referred to in this Section 4.09(a), collectively, the "Buyer SEC DocumentsSHELF REGISTRATION STATEMENT"). (b) As The SEC Reports are all of its filing datethe reports the Company has been required to file with the Securities and Exchange Commission (the "COMMISSION") since April 15, each Buyer 1999. The SEC Document Reports when filed complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a registration statement1934, as amended or supplemented(the "EXCHANGE ACT"), if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, and all applicable legal requirements and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. (c) When the MSO Registration Statement, as such may be amended from time to time, is declared effective by the Commission, such MSO Registration Statement will comply in all material respects with the Securities Act, and all applicable legal requirements and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings. (a) Buyer The Company has filed all forms, reports, exhibits and other documents required to be filed with the SEC on a timely basis under the Exchange Act since March 31, 1997 and has made available to Parent accurate and complete copies of (i) Buyer's transition report its Quarterly Reports on Form 10-K Q for the transition period from April 1periods ended March 31, 1998 to December 1997, June 30, 1997, September 30, 1997, March 31, 1998, June 30, 1998, September 30, 1998, March 31, 1999, June 30, 1999 and September 30, 1999 and its annual reports Annual Report on Form 10-K for the fiscal years ended March December 31, 1998 1997 and 1997December 31, including all amendments thereto1998, (ii) its all Form 8-K's filed and all proxy or information statements relating to the Company's meetings of, or actions taken without a meeting by Buyerby, the Company's stockholders (whether annual or special) held since December 31, 1997, and (iii) all other reports or registration statements (other than reports on Forms 3, 4 or 5 filed on behalf of its other reportsaffiliates of the Company) filed by the Company with the SEC under the Exchange Act and the Securities Act of 1933 (the "Securities Act"), statementssince March 31, schedules 1997, and (iv) all amendments and supplements to all such reports and registration statements required to be filed by the Company with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a), collectively, the "Buyer Company SEC DocumentsReports"). (b) . As of its filing date, each Buyer Company SEC Document Report (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, or the Securities Act, as applicable, and (ii) did not at the time it was filed or declared effective, as the case may be. , (c) As of its or if amended or superseded by a filing date, each Buyer SEC Document filed pursuant prior to the Exchange Act did not date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state any 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. (d) Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed . No Subsidiary of the Company has any class of securities registered pursuant to the 1933 Exchange Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer DHI has filed all forms, reports and documents required to be filed with the SEC on a timely basis SEC. DHI has made available to Company (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports Annual Reports on Form 10-K for the fiscal years ended March 31September 30, 1998 1999 and 1997, including all amendments thereto2000, (ii) its proxy or information statements relating to meetings ofQuarterly Report on Form 10-Q for the period ended June 30, or actions taken without a meeting by Buyer's stockholders held since December 312001, 1997, and (iii) its Proxy Statement, dated December 13, 2000, for its Annual Meeting of Stockholders, (iv) all of its other reports, statements, schedules and reports or registration statements required (other than Reports on Form 10-Q not referred to be in clause (ii) above) filed by DHI with the SEC since December 31October 1, 1998 1999, and (v) all amendments and supplements to all such reports and registration statements filed by DHI with the documents referred to in this Section 4.09(a)SEC since October 1, 2000 (collectively, the "Buyer DHI SEC DocumentsReports"). . The DHI SEC Reports (bi) As of its filing date, each Buyer SEC Document complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be. , and (cii) As of its did not at the time they were filed (or if amended or superseded by a filing date, each Buyer SEC Document filed pursuant prior to the Exchange Act did not date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state any 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. (d) Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as . None of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact DHI Subsidiaries is required to be stated therein file any forms, reports or necessary to make other documents with the statements therein not misleadingSEC.

SEC Filings. (a) The Company has made available to Buyer has filed with the SEC on a timely basis (i) Buyer's transition its annual report on Form 10-K for the transition period from April 1, 1998 to its fiscal year ended December 31, 19981997, and its annual reports amendments to such report on Form 10K/A filed on April 30, 1998 and May 6, 1998 (as so amended, the Form 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments theretoK), (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders held since December quarterly report on Form 10-Q for its fiscal quarter ending March 31, 19971998 (the Form 10-Q), and (iii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 Securities and Exchange Commission (the documents referred to in this Section 4.09(a)SEC) since September 1, collectively, the "Buyer SEC Documents")1997. (b) As of its filing datedate (or in the case of the Form 10-K, as of May6, 1998) each Buyer SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (dc) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Securities Act of 1933, as amended (the Securities Act), as of the date such registration statement or amendment became effective, effective complied in all material respects with the applicable requirements of the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Except for Mercom, none of the Companys Subsidiaries is required to file any reports, forms or other documents with the SEC under the Exchange Act or has made any filings under the Securities Act.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis made available to Parent (i) Buyerthe Company's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1999 and 1997, including all amendments thereto1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 1997, 1999 and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1999 (the documents referred to in this Section 4.09(a4.07(a), collectively, the "Buyer Company SEC Documents"). (b) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Buyer Company SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Other than Nabisco, Inc., no Subsidiary of the Company is subject to the periodic reporting requirements of the 1934 Act.

SEC Filings. (a) Buyer Parent has filed with furnished to the SEC on a timely basis Company (i) BuyerParent's transition report Annual Reports on Form 10-K for the transition period from April 1, 1998 to December its fiscal years ended May 31, 2000, 1999 and 1998, and (ii) its annual reports Quarterly Report on Form 10-K Q for the its fiscal years quarter ended March August 31, 1998 and 1997, including all amendments thereto2000, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyerby, Parent's stockholders shareholders held since December May 31, 19972000, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December May 31, 2000 and through the date of this Agreement. Parent has filed all required reports, schedules, forms, statements and other documents with the SEC since June 1, 1998 (the documents referred to in this Section 4.09(a), collectively, the "Buyer Parent SEC Documents"). (b) As of its the filing datedate (or, if amended, as of the date of the last such amendment) each Buyer Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may beapplicable. (c) As of its filing datedate (or, if amended, as of the date of the last such amendment), each Buyer Parent SEC Document filed pursuant to the Exchange 1934 Act did not not, and each such Parent SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis made available to Acquirer (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March January 31, 1997, 1998 and 1997, including all amendments thereto1999, (ii) its quarterly reports on Form 10-Q for its quarters ended April 30, July 31 and October 31, 1999, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 19971998, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a), collectively, 3.7(a) being referred to collectively as the "Buyer Company SEC Documents").. The Company's quarterly report on Form 10-Q for its fiscal quarter ended October 31, 1999 is referred to herein as the "Company 10-Q." (b) As of its filing datedate (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange 1933 Act, as the case may be. (c) As of its filing datedate (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each Buyer Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC since August 13, 1997. (b) The Company has filed with the SEC on a timely basis SEC: (i1) Buyer's transition report on Form the Company 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments thereto, K; (ii2) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 1997, 1998; and (iii3) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31, 1998 (the "1999 Company SEC Documents") (the documents referred to in this Section 4.09(aSections 4.8(a) and (b), collectively, the "Buyer Company SEC Documents"). (bc) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (cd) As of its filing date, each Buyer Company SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (de) Each Buyer Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis delivered to Parent (i) Buyerthe Company's transition annual report on Form 10-K for the transition period from April 1its fiscal year ended June 28, 1998 to December 311997, 1998, and (ii) its annual reports quarterly report on Form 10-K Q for the its fiscal years quarter ended March 31September 28, 1998 and 1997, including all amendments thereto, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31June 28, 1997, 1997 and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC Securities and Exchange Commission ("SEC") since December 31June 28, 1998 1997 (the documents referred to in this Section 4.09(a), collectively, 3.07(a) being referred to collectively as the "Buyer COMPANY SEC DocumentsFILINGS"). The Company's quarterly report on Form 10-Q for its fiscal quarter ended September 28, 1997 is referred to herein as the "COMPANY 10-Q". (b) As of its filing date, each Buyer Company SEC Document Filing complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing date, each Buyer Company SEC Document Filing filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis delivered to Parent (i) Buyerthe Company's transition report Annual Reports on Form 10-K for the transition period from April 1, 1998 to its fiscal years ended December 31, 19981998 and 1999, and (ii) its annual quarterly reports on Form 10-K Q for the its fiscal years quarters ended March 31, 1998 2000 and 1997June 30, including all amendments thereto2000, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, the shareholders of the Company held since December 31, 19971999, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1999 (the documents referred to in this Section 4.09(a5.07(a), collectively, the "Buyer Company SEC Documents"). (b) As of its the filing datedate (or, if amended, as of the date of the last such amendment) each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may beapplicable. (c) As of its filing datedate (or, if amended, as of the date of the last such amendment), each Buyer Company SEC Document filed pursuant to the Exchange 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings. (a) Buyer Omnipoint has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC on a timely basis since January 1, 1997. (b) Omnipoint has delivered or made available to VoiceStream: (i) Buyer's transition report on Form the Omnipoint 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments thereto, K; (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of Omnipoint held since December 31, 1997, 1998; and (iii) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31, 1998 (the "1999 Omnipoint SEC Documents") (the documents referred to in this Section 4.09(aSections 4.8(a) and (b), collectively, the "Buyer Omnipoint SEC Documents"). The Omnipoint Disclosure Schedule sets forth a list of all the 1999 Omnipoint SEC Documents. (bc) As of its filing date, each Buyer Omnipoint SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (cd) As of its filing date, each Buyer Omnipoint SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (de) Each Buyer Omnipoint SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Seller has filed all forms, reports and documents required to be filed with the SEC on a timely basis since January 1, 2000 and has made available to Purchaser, in the form filed with the SEC, (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports report on Form 10-K for the fiscal years ended March December 31, 1998 2000, 2001 and 1997, including all amendments thereto2002, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders held since December quarterly report on Form 10-Q for the period ended March 31, 19972003, and (iii) all proxy staxxxxxxx xxxxxxxx xx Xeller's meetings of its stockholders (whether annual or special) held since January 1, 2000, (iv) all other reports, statements, schedules and reports or registration statements required to be filed by Seller with the SEC since December January 1, 2000, and (v) all amendments and supplements to all such reports, proxy statements and registration statements filed by Seller with the SEC. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence and Seller's March 31, 1998 (the documents 2003 Form 10-Q) are referred to in this Section 4.09(a), collectively, herein as the "Buyer Seller SEC Documents")Reports. (b) " As of its filing datetheir respective dates, each Buyer Seller SEC Document complied as to form Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be. , and the rules and regulations of the SEC thereunder applicable to such Seller SEC Reports, and (cii) As of its did not at the time they were filed (or if amended or superseded by a filing date, each Buyer SEC Document filed pursuant prior to the Exchange Act did not date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state any 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. (d) Each Buyer SEC Document that . None of Seller's subsidiaries is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein file any forms, reports or necessary to make other documents with the statements therein not misleadingSEC.

SEC Filings. (a) Buyer Comcast has filed with the SEC on a timely basis delivered or made available to AT&T (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its Comcast’s annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 2000, 1999 and 1997, including all amendments thereto1998, (ii) its Comcast’s proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, Comcast shareholders held since December 31, 19971998, and (iii) all of its Comcast’s other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(aclauses (i), (ii) and (iii) above, collectively, the "Buyer “Comcast SEC Documents"”). (b) As of its filing datedate (and, if amended or superceded by a filing prior to the date of this Agreement or the Effective Time, then on the date of such filing), each Buyer Comcast SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (and, if amended or superceded by a filing prior to the date of this Agreement or the Effective Time, then on the date of such filing), each Buyer Comcast SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Comcast SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer RHCI has filed with delivered or made ----------- available to the SEC on a timely basis Company (i) Buyer's transition its annual report on Form 10-K for the transition period from April 1fiscal year ended June 30, 1998 to December 310000 (xxx "XXXX 00-X"), 1998, and (xx) its annual quarterly reports on Form 10-K Q for the its fiscal years quarters ended March September 30, 1995, December 31, 1998 1995 and 1997Xxxxx 00, including all amendments thereto0000, (iixxx) its current reports on Form 8-K dated August 2, 1995 and September 20, 1995, (iv) its proxy or information statements statement relating to meetings of, or actions taken without a the annual meeting by Buyer's of stockholders held since December 31on November 10, 19971995, and (iiiv) all of its other reports, statements, schedules and registration statements required to be filed by RHCI with the SEC since December 31June 30, 1998 1995, and in each case all materials incorporated therein by reference or filed therewith as exhibits (the documents filings referred to in this Section 4.09(a)clauses (i) through (v) above and the materials referred to above, collectivelyin each case delivered or made available to the Company prior to the date hereof, being hereinafter referred to as the "Buyer RHCI SEC DocumentsFilings"). (b) As of its filing date, each Buyer SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (dc) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, statement and any amendment thereto filed pursuant to the 1933 Securities Act, as of the date such registration statement or amendment became effective, complied as to form in all material respects with the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with delivered to the Purchaser, or has made available, prior to the date hereof true and correct copies of (collectively, the "SEC on a timely basis REPORTS"): (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports Annual Report on Form 10-K for the fiscal years year ended March December 31, 1998 and 1997, including all amendments thereto1999, (ii) its proxy or information statements relating to meetings ofQuarterly Reports on Form 10-Q for the quarters ended June 30, or actions taken without a meeting by Buyer's stockholders held since December 1999, September 30, 1999 and March 31, 19972000, which includes the Company's balance sheet as at March 31, 2000 (the "MARCH BALANCE SHEET"), (iii) the Registration Statement on Form S-3 filed with the Commission on April 28, 2000, and (iiiiv) all of its other reports, statements, schedules and registration statements required the MSO Registration Statement to be filed with the SEC since December 31Commission as provided in SECTION 7.1(a) and attached hereto as EXHIBIT 2.11(a). The Company has also delivered to the Purchaser, 1998 or has made available, prior to the date hereof true and correct copies of its Registration Statement on Form S-1 (File No. 333-87029) (the documents referred to in this Section 4.09(a), collectively, the "Buyer SEC DocumentsSHELF REGISTRATION STATEMENT"). (b) As The SEC Reports are all of its filing datethe reports the Company has been required to file with the Securities and Exchange Commission (the "COMMISSION") since April 15, each Buyer 1999. The SEC Document Reports when filed complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a registration statement1934, as amended or supplemented(the "EXCHANGE ACT"), if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, and all applicable legal requirements and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. (c) When the MSO Registration Statement, as such may be amended from time to time, is declared effective by the Commission, such MSO Registration Statement will comply in all material respects with the Securities Act, and all applicable legal requirements and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

SEC Filings. (a) Buyer The Company has filed with delivered to Parent the SEC on a timely basis (i) BuyerCompany's transition annual report on Form 10-K for the transition period from April 1its fiscal year ended September 30, 1998 to December 311996, 1998, and its annual quarterly reports on Form 10-K Q for the its fiscal years quarters ended March 31after September 30, 1998 and 19971996, including all amendments thereto, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31September 30, 1997, 1996 and (iii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC Securities and Exchange Commission ("SEC") since December 31September 30, 1998 1996 (the documents referred to in this Section 4.09(a), collectively, 3.07(a) being referred to collectively as the "Buyer Company SEC DocumentsFilings")) . The Company's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1997 is referred to herein as the "Company 10-Q". (b) As of its filing date, each Buyer Company SEC Document Filing complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing date, each Buyer Company SEC Document Filing filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis provided to Parent and Acquisition true and complete copies of (i) Buyer's transition report the Annual Reports of the Company on Form 10-K for the transition period from April 1, 1998 to years ended December 31, 19981994, 1995 and its annual reports 1996, (ii) the Quarterly Report of the Company on Form 10-K Q for the fiscal years three months ended March 31Mxxxx 00, 1998 and 1997, including all amendments thereto0000, (iixxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders held of the Company since December 31January 1, 19971994, and (iiiiv) all of its other reports, statements, schedules statements and registration statements required to be filed by the Company with the SEC since December 31January 1, 1998 1994 (the documents referred to in this Section 4.09(a), collectively, the "Buyer Company SEC DocumentsFilings").. The Company SEC Filings (including, without limitation, any financial statements or schedules included therein) (bi) As of its filing date, each Buyer SEC Document complied as to form were prepared in all material respects compliance with the applicable requirements of the Securities Act and of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be. , in all material respects and (cii) As did not at the time of its filing date(or if amended, each Buyer SEC Document filed pursuant supplemented or superseded by a filing prior to the Exchange Act did not date hereof, on the date of that filing) contain any untrue statement of a material fact or omit to state any 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. (d) Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as . None of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact Subsidiaries is required to be stated therein file any forms, reports or necessary to make other documents with the statements therein not misleadingSEC.

SEC Filings. (a) Buyer Elf has filed with the SEC on a timely basis made available to Parent (i) BuyerElf's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March 31January 1, 1998 2000 and 1997January 2, including all amendments thereto1999, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended April 22, 2000 and July 15, 2000, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of Elf held since December 31February 3, 1997, 1998 and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31February 3, 1998 (the documents referred to in this Section 4.09(a4.07(a), collectively, the "Buyer Elf SEC Documents"). (b) As of its filing date, each Buyer Elf SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing date, each Buyer Elf SEC Document Document, including each amendment or supplement thereto, filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Elf SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer IDC has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC on a timely basis since 1991. (ib) Buyer's transition report on Form 10-K for IDC has delivered or made available to DWS: (1) the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments thereto, IDC 10 K; (ii2) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of IDC held since December 31June 30, 1997, 2001; and (iii3) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31June 30, 1998 2001 (the documents referred to in this Section 4.09(aSections 5.5(a) and (b), collectively, the "Buyer IDC SEC Documents"). (bc) As of its filing date, each Buyer IDC SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (cd) As of its filing date, each Buyer IDC SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (de) Each Buyer IDC SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with all forms, reports and documents required to be filed by it by the SEC on a timely basis or pursuant to relevant securities statutes, regulations and rules. The Company has made available to Parent (i) Buyerthe Company's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1999 and 1997, including all amendments thereto1998, (ii) its quarterly report on Form 10-Q for its fiscal quarter ended Marcx 00, 0000, (xxx) xxx proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 1997, 1999 and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1999 (the documents referred to in this Section 4.09(a4.07(a), collectively, the "Buyer COMPANY SEC DocumentsDOCUMENTS"). The Company has filed all registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1998. (b) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or, each Buyer if amended or superceded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange 1934 Act did not contain contained any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer No Company SEC Document that is a registration statementfiled pursuant to the 1933 Act, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement document or amendment became effective, did not contain contained any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer HCCH has since October 28, 1992 filed all forms, proxy statements, schedules, reports and other documents required to be filed by it with the SEC pursuant to the Exchange Act. (b) HCCH has delivered, and will promptly deliver in the case of any of the following filed with the SEC on a timely basis or after the date hereof and prior to the Effective Date, to Holdco: (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1996, 1995 and 1997, including all amendments thereto, 1994; (ii) any current reports on Form 8-K since January 1, 1996 and its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, the shareholders of HCCH held since December 31January 1, 1997, and 1996; and (iii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the 1995. None of HCCH's Subsidiaries is required to file any forms, reports or other documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may beSEC. (c) As of its filing date, each Buyer SEC Document no such report or statement filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a No registration statement, as amended or supplemented, if applicable, statement filed pursuant to the 1933 Securities Act, if declared effective by the SEC, as of the date such registration statement or amendment became effective, did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer HCC has since January 1, 1996 filed all forms, proxy statements, schedules, reports and other documents required to be filed by it with the SEC pursuant to the Exchange Act. (b) HCC has made available to Sun, the Shareholder and Xxxxxx or will make available in the case of any of the following documents filed with the SEC on a timely basis or after the date hereof and prior to the Closing Date, (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1997 and 1996; (ii) any current reports on Form 8-K since January 1, 1998 and 1997, including all amendments thereto, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, the shareholders of HCC held since December 31January 1, 1997, and 1998; and (iii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be1997. (c) As of its filing date, each Buyer SEC Document no such report or statement filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a No registration statement, as amended or supplemented, if applicable, statement filed pursuant to the 1933 Securities Act, if declared effective by the SEC, as of the date such registration statement or amendment became effective, did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer BancGroup has filed with the SEC on a timely basis heretofore delivered to Southern copies of BancGroup's: (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports Annual Report on Form 10-K for the fiscal years year ended December 31, 1994; (ii) 1994 Annual Report to Shareholders; (iii) Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1998 1995, June 30, 1995 and 1997September 30, including 1995; and (iv) all amendments theretoother reports, (ii) its proxy or information registration statements relating to meetings of, or actions taken without a meeting and other documents filed by Buyer's stockholders held BancGroup with the SEC since December 31, 19971994. Since December 31, and (iii) 1994, BancGroup has timely filed all of its other reports, statements, schedules reports and registration statements and the documents required to be filed with the SEC since December 31, 1998 (under the rules and regulations of the SEC and all such reports and registration statements or other documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document have complied as to form in all material respects with the applicable requirements respects, as of the Securities Act their respective filing dates and the Exchange Acteffective dates, as the case may be. (c) , with all the applicable requirements of the 1933 Act and the 1934 Act. As of its the respective filing dateand effective dates, each Buyer SEC Document filed pursuant to the Exchange Act did not contain none of such reports or registration statements or other documents contained any untrue statement of a material fact or omit omitted to state any 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. (db) Each Buyer SEC Document that is a registration statementThe documents incorporated by reference into the Registration Statement, as amended or supplementedat the time they were filed with the SEC, if applicable, filed pursuant to complied in all material respects with the 1933 Act, as requirements of the date such registration statement or amendment became effective, did 1934 Act and Regulations thereunder and when read together and with the other information in the Registration Statement will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading at the time the Registration Statement becomes effective or at the time of the Stockholders Meeting.

SEC Filings. (a) The Company has made available to Buyer has filed with the SEC on a timely basis (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1997 (as amended through May 6, 1998), 1996 and 1997, including all amendments thereto1995, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended Xxxxx 00, xxx Xxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 19971995, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC Securities and Exchange Commission (the SEC) since December 31, 1998 1995. As used herein, the term Form 10-K means the Companys annual report on Form 10-K for the fiscal year ended December 31, 1997 (the documents referred to in this Section 4.09(aas amended through May 6, 1998), collectivelyand the term Form 10-Q means the Companys quarterly report on Form 10-Q for the fiscal quarter ended June 30, the "Buyer SEC Documents")1998. (b) As of its filing datedate (or in the case of the Form 10-K, as of May 6, 1998), each Buyer SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (dc) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Securities Act of 1933, as amended (the Securities Act), as of the date such registration statement or amendment became effective, complied in all material respects with the applicable requirements of the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer CMAC has filed with the SEC on a timely basis delivered to Amerin (i) Buyer's transition its annual report on Form 10-K for the transition period from April 1, 1998 to December its fiscal year endex Xxxxmber 31, 19981997 (the "CMAC 10-K"), and (ii) its annual quarterly reports on Form 10-K for the fiscal years ended March Q fox xxx xxxxxx xxxxxxxx xxxxx after December 31, 1998 and 1997, including all amendments thereto, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of CMAC held since December 31, 1997, 1997 and (iiiiv) all of its other reports, statements, prospectuses, schedules and registration statements required to be filed with the SEC since December 31, 1998 1997 (the documents referred to in this Section 4.09(a), collectively, 4.9(a) being referred to collectively as the "Buyer CMAC SEC DocumentsFilings"). CMAC's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 1998 is referred to herein as the "CMAC 10-Q". (b) As of its filing date, each Buyer CMAC SEC Document Filing complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer CMAC SEC Document Filing filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, if any, as amended or supplemented, if applicable, filed pursuant to the 1933 ActSecurities Act did not, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Parent has filed with delivered to the SEC on a timely basis Company (i) Buyer's transition its annual report on Form 10-K for the transition period from April 1, 1998 to its fiscal year ended December 31, 19981996, and (ii) its annual quarterly reports on Form 10-K Q for the its fiscal years quarters ended March after December 31, 1998 and 1997, including all amendments thereto1996, (iiiii) its proxy or information statements relating to meetings of, of or actions taken without a meeting by BuyerParent's stockholders held since December 31, 19971996, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1996 (the documents referred to in this Section 4.09(a), collectively, 4.07(a) being referred to collectively as the "Buyer Parent SEC DocumentsFilings"). The Parent's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 1997 is referred to herein as the "Parent 10-Q". (b) As of its filing date, each Buyer Parent SEC Document Filing complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing date, each Buyer Parent SEC Document Filing filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, statement as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Elf has filed with the SEC on a timely basis made available to Parent (i) BuyerElf's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March 31January 1, 1998 2000 and 1997January 2, including all amendments thereto1999, (ii) its quarterly reports on Form 10- Q for its fiscal quarters ended April 22, 2000 and July 15, 2000, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of Elf held since December 31February 3, 1997, 1998 and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31February 3, 1998 (the documents referred to in this Section 4.09(a4.07(a), collectively, the "Buyer Elf SEC Documents"). (b) As of its filing date, each Buyer Elf SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing date, each Buyer Elf SEC Document Document, including each amendment or supplement thereto, filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Elf SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Seller has filed all forms, reports and documents required to be filed with the SEC on a timely basis since January 1, 2000 and has made available to Purchaser, in the form filed with the SEC, (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports report on Form 10-K for the fiscal years ended March December 31, 1998 2000, 2001 and 1997, including all amendments thereto2002, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders held since December quarterly report on Form 10-Q for the period ended March 31, 19972003, and (iii) all of its proxy statements relating to Seller's mexxxxxx xx xxxxxxxxxxxs (whether annual or special) held since January 1, 2000, (iv) all other reports, statements, schedules and reports or registration statements required to be filed by Seller with the SEC since December January 1, 2000, and (v) all amendments and supplements to all such reports, proxy statements and registration statements filed by Seller with the SEC. All such required forms, reports and documents (including those enumerated in clauses (i) through (v) of the preceding sentence and Seller's March 31, 1998 (the documents 2003 Form 10-Q) are referred to in this Section 4.09(a), collectively, herein as the "Buyer Seller SEC Documents")Reports. (b) " As of its filing datetheir respective dates, each Buyer Seller SEC Document complied as to form Reports (i) were prepared in all material respects accordance with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be. , and the rules and regulations of the SEC thereunder applicable to such Seller SEC Reports, and (cii) As of its did not at the time they were filed (or if amended or superseded by a filing date, each Buyer SEC Document filed pursuant prior to the Exchange Act did not date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state any 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. (d) Each Buyer SEC Document that . None of Seller's subsidiaries is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein file any forms, reports or necessary to make other documents with the statements therein not misleadingSEC.

SEC Filings. (a) Buyer Lahaina has filed with delivered, or the SEC on a timely basis following were available, to Accent: (i) Buyer's transition report its Registration Statement on Form 10S-1 (Registration No. 333-K for 74607) as declared effective by the transition period from April 1, 1998 to December 31, 1998, and SEC; (ii) its annual reports on Form 10-K for the its fiscal years ended March 31September 30, 1998 and 1997, including all amendments thereto, ; (iiiii) its proxy or information statements relating to meetings of, or actions without meeting taken without a meeting by Buyer's stockholders by, the shareholders of Lahaina held since December 31, 19971998, and to the extent that such information statements exist; and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents")1998. (b) As of its filing date, each Buyer SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (dc) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such registration statement or amendment became effective, complied as to form in all material respects with the requirements of the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis made available to Parent (i) Buyerthe Company's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended December 31, 1997, 1998 and 1999, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1998 2000 and 1997June 30, including all amendments thereto2000, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 19971999, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1999 (the documents referred to in this Section 4.09(a4.07(a), collectively, the "Buyer COMPANY SEC DocumentsDOCUMENTS"). (b) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Buyer Company SEC Document filed pursuant to the Exchange 1934 Act did not, and each such Company SEC Document (except the Company Proxy Statement which shall be governed by Section 4.09) filed subsequent to the date hereof will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Parent has filed with delivered or made available to the SEC on a timely basis Company (i) Buyer's transition its annual report on Form 10-K for its fiscal year ended September 30, 1996 (the transition period from April 1"PARENT 10-K"), 1998 to December 31, 1998, and (ii) its annual quarterly reports on Form 10-K Q for the its fiscal years quarters ended March 31after September 30, 1998 and 1997, including all amendments thereto1996, (iiiii) its proxy or information statements relating to meetings of, of or actions taken without a meeting by BuyerParent's stockholders held since December 31September 30, 19971996, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31September 30, 1998 1996 (the documents referred to in this Section 4.09(a), collectively, being referred to 20 26 collectively as the "Buyer PARENT SEC DocumentsFILINGS"). The Parent's quarterly report on Form 10-Q for its fiscal quarter ended June 30, 1997 is referred to herein as the "PARENT 10-Q". (b) As of its filing date, each Buyer Parent SEC Document Filing complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing date, each Buyer Parent SEC Document Filing filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, statement as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer CMAC has filed with the SEC on a timely basis delivered to Amerxx (ix) Buyer's transition its annual report on Form 10-K for the transition period from April 1, 1998 to its fiscal year ended December 31, 19981997 (xxx "XXXX 00-X"), and its annual (xx) xxx quarterly reports on Form 10-K Q for the its fiscal years quarters ended March after December 31, 1998 and 1997, including all amendments thereto, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of CMAC held since December 31, 1997, 1997 and (iiiiv) all of its other reports, statements, prospectuses, schedules and registration statements required to be filed with the SEC since December 31, 1998 1997 (the documents referred to in this Section 4.09(a), collectively, ) being referred to collectively as the "Buyer CMAC SEC DocumentsFILINGS"). CMAC's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 1998 is referred to herein as the "CMAC 10-Q". (b) As of its filing date, each Buyer CMAC SEC Document Filing complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer CMAC SEC Document Filing filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, if any, as amended or supplemented, if applicable, filed pursuant to the 1933 ActSecurities Act did not, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Parent has filed with made available to the SEC on a timely basis Company (i) BuyerParent's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended December 31, 1997 and 1998, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1998 1999 and 1997June 30, including all amendments thereto1999, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of Parent held since December 31, 19971998, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a5.07(a), collectively, the "Buyer Parent SEC Documents"). (b) As of its filing date, each Buyer Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing date, each Buyer Parent SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Parent SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC.

SEC Filings. (a) Buyer MediaOne has filed with the SEC on a timely basis delivered or made available to Comcast: (i) BuyerMediaOne's transition annual report on Form 10-K for the transition period from April 1, 1998 to its fiscal year ended December 31, 1998, 1997 and its annual reports on Form the MediaOne 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments thereto, K; (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of MediaOne held since December 31, 1997, ; and (iii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1997 (the documents referred to in this Section 4.09(a4.7(a), collectively, the "Buyer MediaOne SEC Documents"). (b) As of its filing date, each Buyer MediaOne SEC Document complied (or, in the case of the MediaOne 10-K, will comply) as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or in the case of the MediaOne 10-K, as of the date hereof), each Buyer MediaOne SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer MediaOne SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer HCCH has since October 28, 1992 filed all forms, proxy statements, schedules, reports and other documents required to be filed by it with the SEC pursuant to the Exchange Act. (b) HCCH has made available, and will promptly make available in the case of any of the following filed with the SEC on a timely basis or after the date hereof and prior to the Closing Date, to Continental: (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1996, 1995 and 1997, including all amendments thereto, 1994; (ii) any current reports on Form 8-K since January 1, 1997 and its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, the shareholders of HCCH held since December 31January 1, 1997, and ; and (iii) all of its other reports, including reports on Form 10-Q, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the 1996. None of HCCH's Subsidiaries is required to file any forms, reports or other documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may beSEC. (c) As of its filing date, each Buyer SEC Document no such report or statement filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a No registration statement, as amended or supplemented, if applicable, statement filed pursuant to the 1933 Securities Act, if declared effective by the SEC, as of the date such registration statement or amendment became effective, did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer NHTC has previously delivered to the Company true, correct and complete copies of the following documents filed with the SEC on a timely basis (collectively, the "SEC Filings"): (i) BuyerNHTC's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended December 31, 1995 and December 31, 1996, (ii) NHTC's quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1998 1996, June 30, 1996 and 1997September 30, including all amendments thereto1996, (iiiii) its NHTC's proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's the stockholders of NHTC held since December 31January 1, 19971993, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be (including under the Securities Act of 1933, as amended (the "Securities Act")) and other filings (including amendments) filed by NHTC with the SEC since December 31January 1, 1998 (the documents referred to in this Section 4.09(a), collectively, the "Buyer 1996. Each SEC Documents"). (b) As of its filing date, each Buyer SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document Filing filed pursuant to under the Exchange Act contains the disclosures required to be made therein under the Exchange Act and, as of the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) . Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, Filing filed pursuant under the Securities Act contains the disclosures required to be made therein under the 1933 ActSecurities Act and, as of the date such registration statement or amendment became effectivethereof, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis delivered to Parent (i) Buyerthe Company's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended December 31, 1999, 2000 and 2001, (ii) its quarterly reports on Form 10-Q for its fiscal quarter ended March 31, 1998 and 1997, including all amendments thereto2002, (iiiii) its proxy or information statements relating to meetings ofxxxxxxxx xx, or actions xx xxxxxns taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 19972001, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed by the Company with the SEC since December 31, 1998 2001 (the documents referred to in this Section 4.09(a)5.07(a) and all other forms, reports and documents required to be filed by the Company with the SEC since the effective date of the registration statement for the Company's initial public offering, collectively, the "Buyer COMPANY SEC DocumentsDOCUMENTS"). (b) As of its the filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Buyer Company SEC Document filed pursuant to the Exchange 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 delivered to December 31, 1998, and Parent Section 4.8 its annual reports on Form 10-K for the its fiscal years ended December 31, 2000 and 2001 (with all exhibits attached or incorporated by reference to each), Section 4.9 its quarterly report on Form 10-Q for its quarter ended March 31, 1998 and 19972002, including all amendments thereto, (ii) Section 4.10 its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 19972000, and (iii) Section 4.11 all of its other reports, statements, schedules and registration statements required to be filed with the SEC Securities and Exchange Commission (the “SEC”) since December 31, 1998 2000 (the documents referred to in this Section 4.09(a), collectively, 4.7(a) being referred to collectively as the "Buyer “Company SEC Documents"”).. The Company’s quarterly report on Form 10–Q for its fiscal quarter ended March 31, 2002 is referred to herein as the “Company 10-Q.” (b) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be. (c) As of its filing date, each Buyer Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Since January 1, 2000, the Company has timely filed all forms, statements, reports and documents required of it to be filed with the SEC and NNM.

SEC Filings. (a) Buyer IDC has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC on a timely basis since 1991. (ib) Buyer's transition report on Form IDC has delivered or made available to DWS: (1) the IDC 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments thereto, K; (ii2) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of IDC held since December 31June 30, 1997, 2001; and (iii3) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31June 30, 1998 2001 (the documents referred to in this Section 4.09(aSections 5.5(a) and (b), collectively, the "Buyer IDC SEC Documents"). (bc) As of its filing date, each Buyer IDC SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (cd) As of its filing date, each Buyer IDC SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (de) Each Buyer IDC SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Parent has filed with made available to the SEC on a timely basis Company (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March 31June 30, 1998 1999, 2000 and 1997, including all amendments thereto2001, (ii) its quarterly report on Form 10-Q for its quarter ended December 31, 2001, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, the shareholders of Parent held since December 31, 19971999, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1999 (the documents referred to in this Section 4.09(a), collectively, 5.6(a) being referred to collectively as the "Buyer PARENT SEC DocumentsDOCUMENTS").. Parent's quarterly report on Form 10-Q for its fiscal quarter ended December 31, 2001 is referred to herein as the "PARENT 10-Q." (b) As of its filing date, each Buyer Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange 1933 Act, as the case may be. (c) As of its filing date, each Buyer Parent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis made available to Parent (i) Buyerthe Company's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended December 31, 1997, 1998 and 1999, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1998 2000 and 1997June 30, including all amendments thereto2000, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 19971999, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1999 (the documents referred to in this Section 4.09(a4.07(a), collectively, the "Buyer Company SEC Documents").. ------- (b) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Buyer Company SEC Document filed pursuant to the Exchange 1934 Act did not, and each such Company SEC Document (except the Company Proxy Statement which shall be governed by Section 4.09) ---- filed subsequent to the date hereof will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Parent has filed with delivered to the SEC on a timely basis Company (i) Buyer's transition its annual report on Form 10-K for the transition period from April 1, 1998 to its fiscal year ended December 31, 19981996, and (ii) its annual quarterly reports on Form 10-K Q for the its fiscal years quarters ended March after December 31, 1998 and 1997, including all amendments thereto1996, (iiiii) its proxy or information statements relating to meetings of, of or actions taken without a meeting by BuyerParent's stockholders held since December 31, 19971996, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1996 (the documents referred to in this Section 4.09(a), collectively, 4.07(a) being referred to collectively as the "Buyer PARENT SEC DocumentsFILINGS"). The Parent's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 1997 is referred to herein as the "PARENT 10-Q". (b) As of its filing date, each Buyer Parent SEC Document Filing complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing date, each Buyer Parent SEC Document Filing filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, statement as amended or supplemented, if applicable, filed pursuant to the 1933 ActAct did not, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer has filed with or furnished to the SEC on a timely basis (iall reports required pursuant to Sections 13 and 15(d) Buyer's transition report on Form 10-K for of the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments thereto, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders held since December 31, 1997, and (iii) all of its other reports, statements, schedules and registration statements required 1934 Act to be filed with the SEC or furnished by such Buyer since December 31January 1, 1998 2015 (the documents referred to in this Section 4.09(a), collectively, together with any exhibits and schedules thereto and other information incorporated therein, and with all documents filed by Buyer under the "Buyer 1933 Act, the “SEC Documents"”). (b) As of its filing datedate (and as of the date of any amendment), each Buyer SEC Document complied complied, and each SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing date, each Buyer SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any 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 misleadingmisleading (it being understood that any subsequently filed SEC Document shall be deemed to correct and supersede any previously filed SEC Document). (d) Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis made available to MergerSub (i) Buyerthe Company's transition annual report on Form 10-K for the transition period from April 1, 1998 to year ended December 31, 19981996 (the "Company 10-K") , (ii) its quarterly reports on Xxxx 00-X xxx xxx xxxxxx xxxxxxxx xxxxx Xxxxh 31, 1997, June 30, 1997 and September 30, 1997 and its annual current reports on Form 8-K dated May 12, 1997 and October 8, 1997 (together with the Company 10-K for K, the fiscal years ended March 31, 1998 and 1997, including all amendments thereto"Current SEC Reports"), (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31January 1, 19971996, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 Securities and Exchange Commission (the documents referred to in this Section 4.09(a)"SEC") since January 1, 1996 (collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document such report or statement filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (dc) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) The Company has made available to Buyer has filed with the SEC on a timely basis (i) Buyer's transition its annual report on Form 10-K for the transition period from April 1, 1998 to its fiscal year ended December 31, 19981997, and its annual reports amendments to such report on Form 10-K for the fiscal years ended March 3110K/A filed on April 30, 1998 and 1997May 6, including all amendments thereto1998 (as so amended, the "FORM 10-K"), (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders held since December quarterly report on Form 10-Q for its fiscal quarter ending March 31, 19971998 (the "FORM 10-Q"), and (iii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 Securities and Exchange Commission (the documents referred to in this Section 4.09(a)"SEC") since September 1, collectively, the "Buyer SEC Documents")1997. (b) As of its filing datedate (or in the case of the Form 10-K, as of May 6, 1998) each Buyer SEC Document such report or statement filed pursuant to the Exchange Act complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (dc) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 ActSecurities Act of 1933, as amended (the "SECURITIES ACT"), as of the date such registration statement or amendment became effective, effective complied in all material respects with the applicable requirements of the Securities Act and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Except for Mercom, none of the Company's Subsidiaries is required to file any reports, forms or other documents with the SEC under the Exchange Act or has made any filings under the Securities Act.

SEC Filings. (a) Buyer The Company has filed with made available to the SEC on a timely basis Parent (i) Buyerthe Company's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March 312, 1998 2002 and 1997March 1, including all amendments thereto2003, (ii) its proxy or information statements relating to meetings ofxxxxxxxx xx, or actions xx xxxions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31or scheduled to be held from March 1, 19972003 to the date of this Agreement, and (iii) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31March 1, 1998 2003 (the documents referred to in this Section 4.09(a4.07(a), collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such filing), each Buyer SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer BancGroup has filed with the SEC on a timely basis heretofore delivered to Acquired Corporation copies of BancGroup's: (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports Annual Report on Form 10-K for the fiscal years year ended December 31, 2002; (ii) 2002 Annual Report to Shareholders; (iii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 2003 and 1997(iv) any reports on Form 8-K, including all amendments theretofiled by BancGroup with the SEC since March 31, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders held since 2003. Since December 31, 19972001, and (iii) BancGroup has timely filed all of its other reports, statements, schedules reports and registration statements and the documents required to be filed with the SEC since December 31, 1998 (under the rules and regulations of the SEC and all such reports and registration statements or other documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document have complied as to form in all material respects with the applicable requirements respects, as of the Securities Act their respective filing dates and the Exchange Acteffective dates, as the case may be. (c) , with all the applicable requirements of the 1933 Act and the 1934 Act. As of its the respective filing dateand effective dates, each Buyer SEC Document filed pursuant to the Exchange Act did not contain none of such reports or registration statements or other documents contained any untrue statement stateme nt of a material fact or omit omitted to state any 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. (db) Each Buyer SEC Document that is a registration statementThe documents to be incorporated by reference into the Registration Statement, as amended or supplementedat the time they were filed with the SEC, if applicable, filed pursuant to complied in all material respects with the 1933 Act, as requirements of the date such registration statement or amendment became effective, did 1934 Act and Regulations thereunder and when read together and with the other information in the Registration Statement will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading at the time the Registration Statement becomes effective or at the time of the Shareholders’ Meeting.

SEC Filings. (a) Buyer DRHI has filed all forms, reports and documents required to be filed with the SEC on a timely basis SEC. DRHI has made available to Company (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports Annual Reports on Form 10-K for the fiscal years ended March 31September 30, 1998 1996 and 1997, including all amendments thereto, (ii) its proxy or information statements relating to meetings ofProxy Statement, or actions taken without a meeting by Buyer's stockholders held since dated December 3112, 1997, and for its Annual Meeting of Stockholders, (iii) all 23 proxy statements relating to DRHI's meetings of its stockholders (whether annual or special) held since October 1, 1995, (iv) all other reports, statements, schedules and reports or registration statements required to be (other than Reports on Form 10-Q) filed by DRHI with the SEC since December 31October 1, 1998 1995, and (v) all amendments and supplements to all such reports and registration statements filed by DRHI with the documents referred to in this Section 4.09(a)SEC since October 1, 1995 (collectively, the "Buyer DRHI SEC DocumentsReports"). . The DRHI SEC Reports (bi) As of its filing date, each Buyer SEC Document complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Act and or the Exchange Act, as the case may be. , and (cii) As of its did not at the time they were filed (or if amended or superseded by a filing date, each Buyer SEC Document filed pursuant prior to the Exchange Act did not date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state any 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. (d) Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as . None of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact DRHI Subsidiaries is required to be stated therein file any forms, reports or necessary to make other documents with the statements therein not misleadingSEC.

SEC Filings. (a) Buyer HCCH has since October 28, 1992 filed all forms, proxy statements, schedules, reports and other documents required to be filed by it with the SEC pursuant to the Exchange Act. (b) HCCH has made available, and will promptly make available in the case of any of the following filed with the SEC on a timely basis or after the date hereof and prior to the Closing Date, to the Shareholders: (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1996, 1995 and 1997, including all amendments thereto, 1994; (ii) any current reports on Form 8-K since January 1, 1997 and its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, the shareholders of HCCH held since December 31January 1, 1997, and ; and (iii) all of its other reports, including reports on Form 10-Q, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the 1996. None of HCCH's Subsidiaries is required to file any forms, reports or other documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may beSEC. (c) As of its filing date, each Buyer SEC Document no such report or statement filed pursuant to the Exchange Act did not contain contained any untrue statement of a material fact or omit omitted to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a No registration statement, as amended or supplemented, if applicable, statement filed pursuant to the 1933 Securities Act, if declared effective by the SEC, as of the date such registration statement or amendment became effective, did not contain contained any untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Acquirer has filed with made available to the SEC on a timely basis Company (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1996, 1997 and 1997, including all amendments thereto1998, (ii) its quarterly reports on Form 10-Q for its quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of Acquirer held since December 31, 19971998, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a), collectively, 4.7(a) being referred to collectively as the "Buyer Acquirer SEC Documents").. Acquirer's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1998 is referred to herein as the "Acquirer 10-Q." (b) As of its filing date, each Buyer Acquirer SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange 1933 Act, as the case may be. (c) As of its filing date, each Buyer Acquirer SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) The Buyer has filed with the SEC on a timely basis delivered to Company (i) the Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports Annual Report on Form 10-K for the fiscal years year ended March 31, 1998 and 1997, including all amendments thereto, 2000 (the "Buyer 10-K"); (ii) its Quarterly Reports on Form 10-Q for its fiscal quarters ended June 26, 2000 and September 26, 2000 and filed with the SEC (the "Buyer 10-Qs"); (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December March 31, 1997, 2000 and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31April 1, 1998 and through the date of this Agreement. The Buyer has timely filed all required reports, schedules, forms, statements and other documents with the SEC since April 1, 1998 (the documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents"). (b) . As of its filing datetheir respective dates, each or if amended, as of the date of the last such amendment, the Buyer SEC Document complied as Documents complied, and all documents required to form be filed by the Buyer with the SEC after the date hereof and prior to the Merger Date (the "Subsequent Buyer SEC Documents") will comply, in all material respects with the applicable requirements of the Securities 1933 Act and or the Exchange 1934 Act, as the case may be. (c) As , and the applicable rules and regulations promulgated thereunder, and none of its filing date, each the Buyer SEC Document Documents contained, and the Subsequent Buyer SEC Documents when filed pursuant to the Exchange Act did will not contain contain, any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Borrower has filed with made available to the SEC on a timely basis Lender (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1996, 1997 and 1997, including all amendments thereto1998, (ii) its quarterly reports on Form 10-Q for its quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Borrower held since December 31, 19971998, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a), collectively, 4.15(a) being referred to collectively as the "Buyer Borrower SEC Documents").. The Borrower's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1998 is referred to herein as the "Borrower 10-Q." (b) As of its filing date, each Buyer Borrower SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange 1933 Act, as the case may be. (c) As of its filing date, each Buyer Borrower SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Parent has filed with made available to the SEC on a timely basis Company (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March 31June 30, 1998 1999, 2000 and 1997, including all amendments thereto2001, (ii) its quarterly report on Form 10-Q for its quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, the shareholders of Parent held since December 31, 19972000, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 2000 (the documents referred to in this Section 4.09(a), collectively, 5.6(a) being referred to collectively as the "Buyer Parent SEC Documents").. Parent's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2002 is referred to herein as the "Parent 10-Q." (b) As of its filing date, each Buyer Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be. (c) As of its filing date, each Buyer Parent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Since January 1, 2000, Parent has timely filed all forms, statements, reports and documents required of it to be filed with the SEC and NNM.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis made available to Acquirer (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1996, 1997 and 1997, including all amendments thereto1998, (ii) its quarterly reports on Form 10-Q for its quarter ended Xxxxx 00, 0000, (xxx) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 19971998, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a), collectively, 3.7(a) being referred to collectively as the "Buyer Company SEC Documents").. The Company's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1998 is referred to herein as the "Company 10-Q." (b) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange 1933 Act, as the case may be. (c) As of its filing date, each Buyer Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Amerin has filed with the SEC on a timely basis delivered to CMAC (i) Buyer's transition its annual report on Form 10-K for the transition period from April 1, 1998 to fox xxx fiscal year ended December 31, 19981997 (the "Amerin 10-K"), and (ii) its annual quarterly reports on Form 10-K for the fiscal years ended March Q xxx xxx xxxxxx xxxxxxxx xxxxx after December 31, 1998 and 1997, including all amendments thereto, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of Amerin held since December 31, 1997, 1997 and (iiiiv) all of its other reportsrepoxxx, statementsxtatements, schedules schedules, prospectuses and registration statements required to be filed with the SEC Securities and Exchange Commission (the "SEC") since December 31, 1998 1997 (the documents referred to in this Section 4.09(a), collectively, 3.9(a) being referred to collectively as the "Buyer Amerin SEC DocumentsFilings"). Amerin's quarterly report on Form 10-Q for xxx xxscal quarter endex Xxxxxxber 30, 1998 is referred to herein as the "Amerin 10-Q". (b) As of its filing date, each Buyer SEC Document Amerin XXX Xxling complied as to form in all material respects with the witx xxx applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer Amerin SEC Document Filing filed pursuant to the Exchange Act did not contain any contaxx xxx untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, if any, as amended or supplemented, if applicable, filed pursuant to the 1933 ActSecurities Act did not, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Borrower has filed with made available to the SEC on a timely basis Lender (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1998 1996, 1997 and 1997, including all amendments thereto1998, (ii) its quarterly reports on Form 10-Q for its quarter ended Marcx 00, 0000, (xxx) xxx proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Borrower held since December 31, 19971998, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a), collectively, 4.15(a) being referred to collectively as the "Buyer BORROWER SEC DocumentsDOCUMENTS").. The Borrower's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 1998 is referred to herein as the "BORROWER 10-Q." (b) As of its filing date, each Buyer Borrower SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange 1933 Act, as the case may be. (c) As of its filing date, each Buyer Borrower SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer NHTC has previously delivered to the Company true, correct and complete copies of the following documents filed with the SEC on a timely basis (collectively, the "SEC Filings"): (i) BuyerNHTC's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended December 31, 1995 and December 31, 1996, (ii) NHTC's quarterly reports on Form 10-Q for its fiscal quarter ended March 31, 1998 1996, June 30, 1996, September 30, 1996, and 1997Maxxx 00, including all amendments thereto0000, (iixxx) its NHTC's proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's the stockholders of NHTC held since December 31January 1, 1996, (iv) NHTC's registration statement on Form S-3 dated June 11, 1997, and (iiiv) all of its other reports, statements, schedules and registration statements required to be (including under the Securities Act of 1933, as amended (the "Securities Act")) and other filings (including amendments) filed by NHTC with the SEC since December 31January 1, 1998 (the documents referred to in this Section 4.09(a), collectively, the "Buyer 1996. Each SEC Documents"). (b) As of its filing date, each Buyer SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be. (c) As of its filing date, each Buyer SEC Document Filing filed pursuant to under the Exchange Act contains the disclosures required to be made therein under the Exchange Act and, as of the date thereof, did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) . Each Buyer SEC Document that is a registration statement, as amended or supplemented, if applicable, Filing filed pursuant under the Securities Act contains the disclosures required to be made therein under the 1933 ActSecurities Act and, as of the date such registration statement or amendment became effectivethereof, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Parent has filed with made available to the SEC on a timely basis Company (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended March December 31, 1997, 1998 and 1997, including all amendments thereto1999, (ii) its quarterly report on Form 10-Q for its quarter ended September 30, 2000, (iii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of Parent held since December 31, 1997, 1999 and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 1999 (the documents referred to in this Section 4.09(a), collectively, 3.4(a) being referred to collectively as the "Buyer Parent SEC Documents").) Parent's quarterly report on Form 10-Q for its fiscal quarter ended September 30, 2000 is referred to herein as the "Parent 10-Q." (b) As of its filing date, each Buyer Parent SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be. (c) As of its filing date, each Buyer Parent SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any 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. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer the Company has filed all required forms, reports, statements, schedules, registration statements and other documents required to be filed by it with the SEC on a timely basis since January 1, 2002 and has, prior to the date hereof, delivered or made available to Parent (i) Buyerthe Company's transition annual report on Form 10-K for the transition period from April 1, 1998 to its fiscal year ended December 31, 19982002, and (ii) its annual quarterly reports on Form 10-K Q for the its fiscal years quarters ended March 31, 1998 2003, June 30, 2003 and 1997September 30, including all amendments thereto2003, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's stockholders by, the shareholders of the Company held since December 31, 19972002, and (iiiiv) all of its other forms, reports, statements, schedules and schedules, registration statements required to be and other documents filed with the SEC since December 31, 1998 2002 (the documents referred to in this Section 4.09(a)5.08(a) collectively with any other forms, collectivelyreports, statements, schedules, registration statements or other documents filed with the SEC subsequent to the date hereof, the "Buyer COMPANY SEC DocumentsDOCUMENTS".). (b) As of its filing date, each Buyer Company SEC Document complied complied, and each such Company SEC Document filed subsequent to the date hereof will comply, as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Buyer Company SEC Document filed pursuant to the Exchange 1934 Act did not not, and each such Company SEC Document filed subsequent to the date hereof on the date of its filing will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Each required form, report and document containing financial statements that has been filed with or submitted to the SEC by the Company since July 31, 2002, was accompanied by the certifications required to be filed or submitted by the Company's chief executive officer and chief financial officer pursuant to the Sarbanes-Oxley Act and, at the time of filing or submission of each suxx xxxxxxxxxxxon, such certification was true and accurate and complied with the Sarbanes-Oxley Act.

SEC Filings. (a) Buyer BancGroup has filed with the SEC on a timely basis heretofore delivered or made available to Seller copies of BancGroup’s: (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports Annual Report on Form 10-K for the fiscal years year ended December 31, 2003; (ii) 2003 Annual Report to Shareholders, (iii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 2004, June 30, 2004 and 1997September 30, including all amendments thereto2004 and (iv) any reports on Form 8-K, (ii) its proxy or information statements relating to meetings of, or actions taken without a meeting filed by Buyer's stockholders held BancGroup with the SEC since December 31, 19972003. Since December 31, and (iii) 2002, BancGroup has timely filed all of its other reports, statements, schedules reports and registration statements and the documents required to be filed with the SEC since December 31, 1998 (under the rules and regulations of the SEC and all such reports and registration statements or other documents referred to in this Section 4.09(a), collectively, the "Buyer SEC Documents"). (b) As of its filing date, each Buyer SEC Document have complied as to form in all material respects with the applicable requirements respects, as of the Securities Act their respective filing dates and the Exchange Acteffective dates, as the case may be. (c) , with all the applicable requirements of the 1933 Act, the 1934 Act and the Xxxxxxxx-Xxxxx Act of 2002. As of its the respective filing dateand effective dates, each Buyer SEC Document filed pursuant to the Exchange Act did not contain none of such reports or registration statements or other documents contained any untrue statement of a material fact or omit omitted to state any 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. (db) Each Buyer SEC Document that is a registration statementThe documents to be incorporated by reference into the Registration Statement, as amended or supplementedat the time they were filed with the SEC, if applicable, filed pursuant to complied in all material respects with the 1933 Act, as requirements of the date such registration statement or amendment became effective, did 1934 Act and Regulations thereunder and when read together and with the other information in the Registration Statement will not contain any an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading at the time the Registration Statement becomes effective.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis delivered to Parent (i) Buyerthe Company's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended December 31, 1996, 1997 and 1998, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1998 1999 and 1997June 30, including all amendments thereto1999, (iiiii) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 19971998, and (iiiiv) all of its other reports, statements, schedules and registration statements required to be filed with the SEC since December 31, 1998 (the documents referred to in this Section 4.09(a5.07(a), collectively, the "Buyer Company SEC Documents".) The Company has filed all forms, reports and documents required to be filed with the SEC since January 1, 1996 (the "Filed SEC Documents"). (b) As of its the filing date, each Buyer Filed SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (c) As of its filing datedate (or, if amended or superceded by a filing prior to the date hereof, on the date of such filing), each Buyer Filed SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer Filed SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer Omnipoint has filed all required reports, schedules, forms, statements and other documents required to be filed by it with the SEC on a timely basis since January 1, 1997. (ib) Buyer's transition report on Form Omnipoint has delivered or made available to the Company: (1) the Omnipoint 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the fiscal years ended March 31, 1998 and 1997, including all amendments thereto, K; (ii2) its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of Omnipoint held since December 31, 1997, 1998; and (iii3) all of its other reports, statements, schedules schedules, forms, exhibits and registration statements and all other documents required to be filed with the SEC since December 31, 1998 (the "1999 Omnipoint SEC Documents") (the documents referred to in this Section 4.09(aSections 5.5(a) and (b), collectively, the "Buyer Omnipoint SEC Documents"). (bc) As of its filing date, each Buyer Omnipoint SEC Document complied as to form in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange 1934 Act, as the case may be. (cd) As of its filing date, each Buyer Omnipoint SEC Document filed pursuant to the Exchange 1934 Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (de) Each Buyer Omnipoint SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of the date such registration statement or amendment became effective, did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

SEC Filings. (a) Buyer The Company has filed with the SEC on a timely basis delivered to Parent (i) Buyer's transition report on Form 10-K for the transition period from April 1, 1998 to December 31, 1998, and its annual reports on Form 10-K for the its fiscal years ended December 31, 2000 and 2001 (with all exhibits attached or incorporated by reference to each), Section 4.9 its quarterly report on Form 10-Q for its quarter ended March 31, 1998 and 19972002, including all amendments thereto, (ii) Section 4.10 its proxy or information statements relating to meetings of, or actions taken without a meeting by Buyer's by, the stockholders of the Company held since December 31, 19972000, and (iii) Section 4.11 all of its other reports, statements, schedules and registration statements required to be filed with the SEC Securities and Exchange Commission (the "SEC") since December 31, 1998 2000 (the documents referred to in this Section 4.09(a), collectively, 4.7(a) being referred to collectively as the "Buyer Company SEC Documents").. The Company's quarterly report on Form 10-Q for its fiscal quarter ended March 31, 2002 is referred to herein as the "Company 10-Q." (b) As of its filing date, each Buyer Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as the case may be. (c) As of its filing date, each Buyer Company SEC Document filed pursuant to the Exchange Act did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) Each Buyer SEC Document that is a such registration statement, as amended or supplemented, if applicable, filed pursuant to the 1933 Act, Securities Act as of the date such registration statement or amendment became effective, effective did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) Since January 1, 2000, the Company has timely filed all forms, statements, reports and documents required of it to be filed with the SEC and NNM.