Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereof.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 1996 under the Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "Company SEC Documents"). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any such amendmentsthe "Financial Statements") (i) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, (ii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iv) fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 1994 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or (as such documents have been amended since the Exchange Act (time of -------------- their filing, collectively, the "SEC Documents"). As of their respective dates ------------- or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. . (b) The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendmentsthe "Financial Statements") have been prepared from, and are in -------------------- accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods ---- period involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein. (c) The Company has delivered to the Parent an unaudited consolidated Balance Sheet as of June 30, 1997 (the "Interim Balance Sheet") and related --------------------- consolidated statements of operations for the period then ended (the "Interim ------- Financial Statements"). Such Interim Financial Statements were prepared in -------------------- accordance with generally accepted accounting principles applied on a consistent basis (except for footnotes thereto and for the consolidated statement of shareholders' equity) and fairly present in all material respects the financial position of the Company and the Subsidiaries as of such date and the results of operations of the Company and the Subsidiaries for the periods ending on such dates.

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 31, 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or (as such documents -------------- have been amended since the Exchange Act (time of their filing, collectively, the "Company SEC ----------- Documents"). As of their respective dates ordates, or if amended, as of the date of the --------- last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents and the Company's condensed consolidated statement of income for the year ended and condensed consolidated balance sheet at December 31, 1997 (as amended or supplemented by any such amendmentsthe "December 1997 Financial ----------------------- Statements") (other than for the absence of footnotes, in the case of the ---------- December 1997 Financial Statements and interim financial statements) (collectively, the "Financial Statements") (i) have been prepared from, from and are -------------------- in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, (ii) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis ---- during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of the unaudited interim statements, as may be permitted under Form 10-Q of the Exchange Act) and (iv) fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes subject, in the case of unaudited interim financial positionstatements, if anyto normal year- end adjustments) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein. A true, correct and complete (other than the absence of footnotes) copy of the December 1997 Financial Statements has been previously provided to Parent. The audited consolidated financial statements of the Company for the year ended December 31, 1997 will not be inconsistent with the December 1997 Financial Statements in any material respect which is adverse.

SEC Reports and Financial Statements. The Each Company Entity has timely filed with the SEC, and has heretofore made available to Parent, Parent true and complete copies of, all forms, reports, schedules, statements and other documents SEC Documents the federal securities laws have required it to be filed by it since January 1, 1995 under the Securities Act so file. Each of 1933those SEC Documents, as amended of its date: (1) complied in all material respects with the "Securities Act") or requirements of the Exchange Act (collectively, or the "SEC Documents"). As of their respective dates or, if amendedSecurities Act, as of the date of the last such amendment, the Company SEC Documents applicable; and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a2) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, in light light, in the case only of SEC Documents filed under the Exchange Act, of the circumstances under which they were made. The consolidated financial statements of the Company included in any SEC Document, not misleading and in fact or by incorporation by reference: (b1) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been ; (2) were prepared in accordance with United States generally accepted accounting principles ("GAAP") , except, in the case of unaudited quarterly statements on Exchange Act Form 10-Q, as that form otherwise permitted, applied on a consistent basis during the periods involved (presented, except as may be indicated in the notes theretothereto indicate otherwise; and (3) and presented fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates of the balance sheets those financial statements include and the consolidated results of their operations and their consolidated cash flows for the respective periods thereofended on those dates, subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments. The audited consolidated financial statements of the Company for the year ended December 31, 2001 will not differ in any adverse respects, individually or in the aggregate, Material to the Company Entities from the unaudited consolidated financial statements of the Company for the year ended December 31, 2001, a true and correct copy of which is attached to the Company Disclosure Letter. The Company is, and the Company Entities considered as a whole are not "insolvent," as the federal bankruptcy code uses the quoted term.

SEC Reports and Financial Statements. The Since January 1, 2005, the Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports” ) required to be filed by it since January 1the Company with the SEC. As of their respective dates, 1995 under and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "“Securities Act") or ”), the Exchange Act (collectively, and the "SEC Documents"). As of their respective dates or, if amendedSxxxxxxx-Xxxxx Act, as the case may be and the respective rules and regulations of the date SEC promulgated thereunder applicable to such Company SEC Reports, and none of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements misleading. As of the Exchange Act and date of this Agreement, there are no outstanding or unresolved comments received from the Securities Act, as SEC Staff with respect to the case may be, and Company SEC Reports. To the applicable rules and regulations knowledge of the Company, none of the Company SEC thereunderReports is the subject of ongoing SEC review or investigation. None of the Company's subsidiaries Company Subsidiaries is required to file any forms, reports or other documents with the SEC. SEC pursuant to Section 13 or 15 of the Exchange Act. (a) The financial consolidated balance sheets and the related consolidated statements of operations, consolidated statements of stockholders’ equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the “Company Financial Statements”) of the Company included contained in the Company SEC Documents (Reports comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as may be noted therein) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretootherwise noted therein) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries the Company Subsidiaries as of the respective dates and or for the respective periods thereofpresented therein (subject, in the case of unaudited statements, to normal year end adjustments that will not be material in amount or effect). Neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, other than liabilities (i) as and to the extent reflected or reserved against on the audited balance sheet of the Company and the Company Subsidiaries as of December 31, 2006 (including the notes thereto) or any subsequent Company Financial Statement included in the Company SEC Reports or (ii) incurred after December 31, 2006 in the ordinary course of business consistent with past practices and that are not, individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole. (b) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including, any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the results, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company SEC Reports. As used in this Agreement, “Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. (c) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since January 1, 2005, the principal executive officer and principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”) and any related rules and regulations promulgated by the SEC and the statements contained in any such certifications are complete and correct. (d) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) promulgated by the SEC under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company and the Company Subsidiaries required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in the Company’s periodic reports required under the Exchange Act and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. The Company’s principal executive officer and its principal financial officer have disclosed, based on their most recent completed evaluation, to the Company’s auditors and the audit committee of the Board of Directors of the Company and to Parent, (x) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. To the knowledge of the Company, there are no facts or circumstances that would prevent its chief executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act, without qualification, when next due. (e) To the knowledge of the Company, neither the Company nor any of the Company Subsidiaries nor any director, officer, agent, employee or Affiliate of the Company or any of the Company Subsidiaries is aware of any action, or any allegation of any action, or has taken any action, directly or indirectly, (i) that would constitute a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder the (“FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA, or (ii) that would constitute an offer to pay, a promise to pay or a payment of money or anything else of value, or an authorization of such offer, promise or payment, directly or indirectly, to any employee, agent or representative of another company or entity in the course of their business dealings with the Company or any of the Company Subsidiaries, in order to induce such person to act against the interest of his or her employer or principal. (f) The Company has disclosed to Parent all internal investigations, and, to the knowledge of the Company, all external, governmental or other regulatory investigations, in each case regarding any action or any allegation of any action described in subsection (e) of this Section 3.5. To the knowledge of the Company, it also has disclosed to Parent all facts or circumstances that call into question the accuracy of its books and records or the adequacy of the internal controls at the Company or any of the Company Subsidiaries with respect to the actions described in subsection (e) of this Section 3.5. (g) The Company and the Company Subsidiaries have instituted and maintained policies and procedures designed to ensure, and which are reasonably expected to ensure, compliance with the FCPA. (h) The Company is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq, and is in compliance in all material respects with all rules, regulations and requirements of the Sxxxxxxx-Xxxxx Act and the SEC.

SEC Reports and Financial Statements. The Company has filed with Purchaser provided to the Seller prior to the execution of this Agreement by direction to the EXXXX website maintained by the United States Securities and Exchange Commission (the “SEC, and has heretofore made available to Parent, ”) a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy or information statement and other documents document (together with all amendments thereof and supplements thereto) filed or required to be filed by it Purchaser or any of its Subsidiaries with the SEC since January 1, 1995 under 2011 (as these documents have since the Securities Act time of 1933, as their filing been amended (the "Securities Act") or the Exchange Act (collectivelysupplemented, the "“Purchaser SEC Documents"Reports”). Purchaser did not file any reports with the SEC except as set forth on the SEC’s EXXXX website. As of their respective dates ordates, if amendedthe Purchaser SEC Reports (i) complied as to form in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Purchaser SEC Reports (the “Purchaser Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Purchaser taken as a whole) the consolidated financial position of Purchaser as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents reports required to be filed by it with the SEC pursuant to the Exchange Act and the Securities Act since January 1, 1995 under (as such documents have been amended since the Securities Act date of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "Company SEC Documents"). As The Company SEC Documents, as of their respective dates orfiling dates, or if amended, as of the date of the last such amendment, (i) complied in all material respects at the Company SEC Documents time filed with the requirements of the Securities Act or the Exchange Act, as applicable and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Documents and the Company Balance Sheet (bas defined below) complied fairly presents in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included therein fairly present in all material respects the results of operations and cash flows of the Company and its consolidated subsidiaries for the respective periods thereofor as of the respective dates set forth therein. Each of the financial statements (including the related notes) included in the Company SEC Documents has been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved, except as otherwise noted therein and subject, in the case of unaudited interim financial statements, to normal year-end adjustments. The consolidated balance sheet of the Company at December 31, 1997, included in the Annual Report on Form 10-K for the fiscal year ended December 31, 1997 of the Company, is herein sometimes referred to as the "Company Balance Sheet."

SEC Reports and Financial Statements. The Company has timely filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 1994 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or (as such documents have been amended since the Exchange Act (time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any such amendmentsthe "Financial Statements") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods period involved (except in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act and as may be otherwise indicated in the notes thereto) and fairly present (subject, in the case of unaudited statements, to normal recurring year-end adjustments and any other adjustments described therein) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein.

SEC Reports and Financial Statements. The Company Noble has filed with the Securities and Exchange Commission (the “SEC”), and has heretofore made available to Parentthere are posted on the SEC’s XXXXX website, true and complete copies of, all forms, reports, schedules, statements reports and other documents required to be filed by it Noble since January 1, 1995 2004 under the Securities Exchange Act of 19331934, as amended (the "Securities “Exchange Act") or ”). (Such documents, as amended since the Exchange Act (collectivelytime of their filing, are collectively referred to in this Agreement as the "“Noble SEC Documents"). As of their respective dates or.”) The Noble SEC Documents, if amendedat the time filed, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act Act; provided, however, that the preceding representations and warranties do not apply to any information in any Noble SEC Document provided by, or at the Securities Actdirection of, as the case may be, and the applicable rules and regulations Arcelor or any of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports Arcelor’s Affiliates or other documents with the SECtheir officers or employees. The consolidated financial statements of the Company Noble included in the Noble SEC Documents (a) comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (b) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis US Accounting Principles during the periods period involved (except as may be is indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and (c) fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position of Noble and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows flow for the periods then ended. Except as set forth in the financial statements included (or incorporated by reference) in the Noble SEC Documents (including the notes thereto), and changes except for the liabilities and obligations incurred in financial position, if any) the ordinary course of business consistent with past practice since the date of the Company most recent such financial statements, there are no material liabilities or obligations of any nature required by US Accounting Principles to be set forth on a consolidated balance sheet of Noble and its consolidated subsidiaries or in the notes thereto. Except as disclosed in Section 6.7 of the respective dates Noble Disclosure Document or in notes to the financial statements included (or incorporated by reference) in the Noble SEC Documents, neither Noble nor any of its Affiliates is subject to any material contingent liability that would not be so required to be set forth on a consolidated balance sheet of Noble and for its subsidiaries or in the respective periods thereofnotes thereto.

SEC Reports and Financial Statements. The Company Buyer has filed with the SEC, and has heretofore made available ------------------------------------ to Parent, the Corporation a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Buyer with the SEC since June 30, 1997 (as such documents have since the time of their filing been amended or supplemented, the "Buyer SEC Reports"), which are all the documents ----------------- (other than preliminary material) that Buyer was required to be filed by it file with the SEC since January 1such date. As of their respective dates, 1995 under the Buyer SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") ), or the Securities Exchange Act of 1934, as amended, and -------------- the rules and regulations thereunder (collectively, the "SEC DocumentsExchange Act"). As of their respective dates or, if amended, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Buyer SEC Reports (the "Buyer ----- Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the -------------------- published rules and regulations of the SEC as of the date thereof with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to the Buyer) the consolidated financial position of the Buyer and its consolidated subsidiaries as at the respective date thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The (a) As of their respective dates, each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company has filed or any of its Subsidiaries with the SECSEC since February 4, 2000 (as such documents have since the time of their filing been amended or supplemented, the "Company SEC Reports"), which are all of the documents (other than preliminary material) that the Company and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents its Subsidiaries were required to be filed by it file with the SEC since January 1, 1995 under such date: (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities Act") ), or the Exchange Act (collectivelyAct, as the case may be, and if applicable, the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated txxxxxxxxx (xxx "SEC DocumentsSarbanes-Oxley Act"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents ) and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact x xxxxxxxx xxxt or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto) included in the Company SEC Documents Reports (the "Company Financial Statements") complied as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect SEC, including without limitation, the Sarbanes-Oxley Act applicable thereto, have been were prepared in accordance with United States generally accepted witx xxxxxxxxx xxcepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended. Except as set forth in Section 3.05 of the Company Disclosure Letter, each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (b) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC and other public disclosure documents. (c) As used in this Section 3.05, the term "file" shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

SEC Reports and Financial Statements. The (a) Since June 9, 2000, the Company has and its Subsidiaries have filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it them with the SEC (as amended since January 1the time of their filing and prior to the date hereof, 1995 under collectively, the "Company SEC Reports") and has heretofore made available to Parent complete and correct copies of all Company SEC Reports. As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the "Exchange Act"), or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amendedapplicable, as the case may be, to such Company SEC Reports, and none of the date of the last such amendment, the Company SEC Documents (Reports contained, at the time they were filed or became effective, as amended or supplemented by any such amendments)the case may be, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied The consolidated financial statements (including any related notes) included in the Company SEC Reports (collectively, the "Company Financial Statements") fairly present, in all material respects with respects, the applicable requirements consolidated financial position, results of the Exchange Act consolidated operations and the Securities Act, as the case may be, changes in stockholders' equity and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records cash flows of the Company and its consolidated subsidiariesSubsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such Company Financial Statements (including the related notes, comply where applicable) complies, in all material respects respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such Company Financial Statements (including the related notes, have where applicable) has been prepared in accordance with United States U.S. generally accepted accounting principles ("U.S. GAAP") consistently applied on a consistent basis during the periods involved (except involved, except, in each case, as may be indicated in such statements or in the notes thereto, and provided that unaudited interim financial statements may not contain footnotes and may be subject to normal year-end adjustments. (c) and fairly present The unaudited balance sheet of the consolidated financial position Company and the consolidated results Company Subsidiaries as of operations November 30, 2002, and cash flows the unaudited income statement of the Company and the Company Subsidiaries for the month ended November 30, 2002 were prepared (a) in accordance with the books of account and changes financial records of the Company and the Company Subsidiaries in the ordinary course of business and consistent with the Company's past practices with respect to the preparation of its monthly financial positionstatements and (b) in accordance with the Company's standard internal accounting practices applicable to the preparation of its monthly financial statements. (d) Except as fully reflected or reserved against in the balance sheet included in the Company's Quarterly Report on Form 10-QSB for the period ended September 30, if any2002, from September 30, 2002 through and including the date hereof, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature whatsoever (absolute, accrued, fixed, contingent or otherwise), other than liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2002. (e) The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. (f) The estimate of the Net Working Capital (as defined on Schedule A hereto) of the Company and its consolidated subsidiaries the Company Subsidiaries as of February 28, 2003 set forth on Schedule A was prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries and represents the Company's good faith estimate of the amounts set forth therein, as of the respective dates and for the respective periods thereofdate hereof.

SEC Reports and Financial Statements. The (a) From January 1, 2019, the Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, or furnished all forms, reports, schedules, statements documents and other documents reports required to be filed or furnished prior to the date hereof by it since January 1with the SEC (such forms, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectivelydocuments and reports, the "“Company SEC Documents")”) in a timely manner. As of their respective dates dates, or, if amendedmodified, supplemented, amended or restated, as of the date of (and giving effect to) the last such amendmentmodification, the supplement, amendment or restatement, such Company SEC Documents (complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002, as amended or supplemented by any the case may be, and the applicable rules and regulations promulgated thereunder and the applicable requirements of NASDAQ, in each case, applicable to such amendments)Company SEC Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain and none of such Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company's subsidiaries No Company Subsidiary is required to file any forms, reports or other documents with the SEC. SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (as filed or furnished with or to the SEC from January 1, 2019, when filed, or, if modified, supplemented, amended or supplemented by any such amendments) have been prepared fromrestated, and are in accordance with, the books and records as of the Company date of (and its consolidated subsidiariesgiving effect to) the last such modification, comply supplement, amendment or restatement, (i) complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto in effect at the time of such filing or such modification, supplement, amendment or restatement, (ii) fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations, changes in stockholders’ equity and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto, ) and (iii) have been prepared in accordance conformity with United States generally accepted accounting principles Generally Accepted Accounting Principles ("“GAAP"”) (except, in the case of the unaudited statements, to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) and fairly present Neither the consolidated financial position and the consolidated results of operations and cash flows Company nor any Company Subsidiary is a party to, or is required to become a party to, any joint venture, off balance sheet partnership or any similar Contract or arrangement (and changes in financial position, if any) of including any Contract or arrangement relating to any transaction or relationship between or among the Company and its consolidated subsidiaries any Company Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off balance sheet arrangements (as defined in Item 2.03 of Form 8-K)), where the respective dates and for result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the respective periods thereofCompany or any Company Subsidiary in the Company’s published financial statements or other Company SEC Documents.

SEC Reports and Financial Statements. The (a) Except as set forth in Section 4.07 of the Company Disclosure Schedule, the Company has filed on a timely basis with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (as they have been amended since the time of their filing, and including any documents filed as exhibits thereto, collectively, the "SEC Reports") required to be filed by it the Company with the SEC since January 130, 1995 under 1999. As of their respective dates, except as set forth in Section 4.07 of the Company Disclosure Schedule, the SEC Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or ), and the Exchange Act (collectively, rules and regulations of the "SEC Documents"). As of their respective dates or, if amendedpromulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements misleading. No subsidiary of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Company is required to file any formsform, reports report or other documents document with the SEC. . (b) The financial consolidated balance sheets as of January 30, 1999 and January 29, 2000 and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended January 29, 2000 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K for the year ended January 29, 2000 included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared fromReports present fairly, and are in accordance withall material respects, the books consolidated financial position and records the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations subsidiaries as of the SEC with respect thereto, have been prepared dates or for the periods presented therein in accordance conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein. (c) The Company's unaudited consolidated balance sheet as of October 28, 2000 and the related consolidated statements of income, shareholders' equity and cash flows for the three months and nine months then ended, as applicable (collectively, the "Most Recent Financial Statements"), contained in the notes thereto) and fairly Company's Form 10-Q for the fiscal quarter ended October 28, 2000 present fairly, in all material respects (subject to normal year-end adjustments that will not be material), the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and date or for the respective periods thereofpresented therein in conformity with GAAP applied on a consistent basis during the periods involved except as otherwise noted therein.

SEC Reports and Financial Statements. The Company (a) Liberty has timely filed with with, or furnished to, as applicable, the SECSEC all registration statements, and has heretofore made available to Parent, true and complete copies of, all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed by it Liberty since January 1, 1995 under the Securities Act of 1933, as amended 2015 (the "Securities Act") or the Exchange Act (collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Liberty SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company Liberty SEC Documents (as amended or supplemented by any such amendments)i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, including, without limitation, any financial statements or schedules included therein Securities Act and the Exchange Act (ato the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in or incorporated by reference the Liberty SEC Documents (the “Liberty Financial Statements”), (i) complied, as of their respective dates of filing with the SEC, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly present presented in all material respects and in accordance with GAAP the consolidated financial position of Liberty and its Subsidiaries as of the respective dates thereof and the consolidated results of Liberty’s operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofindicated (except that the unaudited interim financial statements were or will be subject to normal and recurring year-end and quarter-end adjustments that are not in the aggregate material). (c) Liberty is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ.

SEC Reports and Financial Statements. The (a) Since December 31, 2001, the Company has timely filed with the SEC, SEC all forms and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or and the Exchange Act (collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bii) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may beapplicable, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. . (b) The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any such amendments) have been prepared fromfinancial statements, and are in accordance withincluding the notes thereto, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, "Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein and except that the notes theretoquarterly financial statements are subject to year end adjustment and do not contain all footnote disclosures required by GAAP) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates thereof or for the periods presented therein. The Filed Company SEC Documents contain the consolidated balance sheet of the Company dated as of and as at December 31, 2003 (the respective dates "Balance Sheet") and the consolidated statements of income, consolidated statements of cash flow and consolidated statements of stockholders' equity for the respective periods thereofyear ended December 31, 2003.

SEC Reports and Financial Statements. The Company Buyer has filed with the ---------------------------------------- Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent, the Sellers true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or and the Securities and Exchange Act of 1934, as amended (the "Exchange Act") (as such documents have been amended or supplemented since the time of their filing, collectively, the "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports (as amended or supplemented by any such amendments), including, including without limitation, any financial statements or schedules included therein therein) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) Reports have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesBuyer, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and in all material respects the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Buyer as of at the respective dates and thereof or for the respective periods thereofpresented therein.

SEC Reports and Financial Statements. The (a) Since January 1, 2015, the Company has filed with or furnished to the SEC, and has heretofore made available to Parent, true and complete copies of, SEC on a timely basis all forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents required to be filed or furnished by it since January 1the Company with or to the SEC. All such registration statements, 1995 under the Securities Act of 1933forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents, as they have been supplemented, modified or amended (since the "Securities Act") or date of filing, are referred to herein as the Exchange Act (collectively, the "“Company SEC Documents"). Reports.” As of their respective dates ordates, if amendedand giving effect to any supplements, as of the date of the last such amendmentmodifications or amendments thereto, (i) the Company SEC Documents Reports complied, or if filed or furnished after the date hereof, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act; and (as amended ii) none of such Company SEC Reports contained, or supplemented by any such amendments)if filed or furnished after the date hereof, includingwill contain, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may beThe consolidated balance sheets, and the applicable rules related consolidated statements of operations, stockholders’ equity, and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file cash flows (including, in each case, any forms, reports or other documents with the SEC. The financial statements related notes and schedules thereto) of the Company included contained in the Company SEC Documents Reports (as amended or supplemented by any such amendments) have been prepared from, and are in accordance withcollectively, the books and records of “Company Financial Statements”) complied, or if filed or furnished after the Company and its consolidated subsidiariesdate hereof, comply will comply, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretootherwise noted therein) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments that will not be material in amount or effect). Except as disclosed or reflected in the Company Financial Statements as of and for the respective periods thereofperiod ended December 31, 2015 or otherwise disclosed in the Company SEC Reports filed after that date and prior to the date of this Agreement, the Company does not have any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature, whether or not required to be recorded or reflected on a balance sheet in accordance with GAAP, other than (i) liabilities or obligations incurred in the Ordinary Course of Business since December 31, 2015; (ii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or (iii) liabilities or obligations incurred in connection with the Transactions. (c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the intended result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Reports.

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 31, 1995 1999 under the Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "Company SEC DocumentsReports"). As of their respective dates ------------------- or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Reports, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (including the related notes thereto) included in the Company SEC Documents (as amended or supplemented by any such amendments) Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared Subsidiaries in accordance with United States generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and for the respective periods thereofpresented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount and the absence of certain footnote disclosures).

SEC Reports and Financial Statements. The Company has filed with the SEC, and Parent has heretofore delivered or made available to Parent, true the Company complete and complete correct copies of, of all forms, reports, schedules, statements reports and other filings filed by the Parent with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") since August 1, 1997 (such reports and other filings collectively referred to herein as the "Exchange Act Filings"). The Exchange Act Filings constitute all of the documents required to be filed by it since January 1, 1995 the Parent under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, with the "SEC Documents")since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) Exchange Act Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) misleading. The audited consolidated financial statements of the Parent included in the Exchange Act Filings at the time of their filing complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been and such audited consolidated financial statements (i) were prepared from the books and records of the Parent and its consolidated subsidiaries, (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and or changes in financial position, if anyfor the fiscal year ended July 31, 1997 and earlier years) for the periods then ended. The unaudited financial statements included in the Exchange Act Filings at the time of their filing complied in all material respects with the published rules and regulations of the Company SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of the Parent and its consolidated subsidiaries, (ii) were prepared in accordance with generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of the respective dates their operations and cash flows (or changes in financial condition) for the respective periods thereofthen ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto.

SEC Reports and Financial Statements. The (a) Since January 1, 1996, the Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it the Company with the SEC (as they have been amended since January 1the time of their filing, 1995 under and including any documents filed as exhibits thereto, collectively, the "SEC Reports") and has heretofore made available to Parent complete and correct copies of all such forms, reports, schedules, registration statements, and proxy statements. As of their respective dates, the SEC Reports (including but not limited to any financial statements or schedules included or incorporated by reference therein) complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or ), and the Exchange Act (collectively, rules and regulations of the "SEC Documents"). As of their respective dates or, if amendedpromulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied The (i) consolidated balance sheets as of December 31, 1997 and 1996 and the consolidated statements of operations, common stockholders' equity and cash flows for each of the three years in the period ended December 31, 1997 (including the related notes and schedules thereto) of the Company contained in the Company's Form 10-K, as amended prior to the date hereof, for the fiscal year ended December 31, 1997, and (ii) the unaudited consolidated balance sheet as of June 30, 1998 and the unaudited consolidated statements of operations, common stockholders' equity and cash flows for the three- and six-month periods ended June 30, 1998 of the Company contained in the Company's Form 10-Q for the three-month period ended June 30, 1998, in each case present fairly in all material respects with the applicable requirements of the Exchange Act consolidated financial position and the Securities Act, as the case may be, consolidated results of operations and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records cash flows of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations subsidiaries as of the SEC with respect thereto, have been dates or for the periods presented therein and were prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein, including in the related notes (subject, in the case of unaudited statements, to the absence of notes and to recurring audit adjustments normal in nature and amount). (c) Except as reflected, reserved against or otherwise disclosed in the financial statements of the Company included in the SEC Reports filed prior to the date of this Agreement (the "Filed Company SEC Reports") or the notes thereto, since December 31, 1997 neither the Company nor any of its subsidiaries has incurred any liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) other than liabilities incurred in the ordinary course of business consistent with past practice that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (d) The Company has heretofore furnished to Parent a complete and fairly present correct copy of any amendments or modifications that have not yet been filed with the consolidated financial position SEC to any agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant to the Securities Act and the consolidated results of operations rules and cash flows (regulations promulgated thereunder or the Exchange Act and changes in financial position, if any) of the Company rules and its consolidated subsidiaries as of the respective dates and for the respective periods thereofregulations promulgated thereunder.

SEC Reports and Financial Statements. The Company has Each form, report, schedule, registration statement and definitive proxy statement filed by MOT with the SECSEC since inception (as such documents have been amended prior to the date hereof, and has heretofore made available to Parentthe “MOT SEC Reports”), true and complete copies ofas of their respective dates, complied in all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under material respects with the applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act"”) or and the Exchange Act of 1934, as amended (collectively, the "“Exchange Act”) and the rules and regulations thereunder. None of the MOT SEC Documents"). As of their respective dates or, if amendedReports, as of the date of on which such SEC Report was declared effective pursuant to the last Securities Act or the date on which such amendmentSEC Report was filed pursuant to the Exchange Act, the Company SEC Documents (as amended applicable, contained or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Actmisleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SECdate hereof. The consolidated financial statements of the Company MOT and its subsidiaries included in the SEC Documents (such reports comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles GAAP, consistently applied ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated except, in the notes theretocase of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of MOT and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and Parent has heretofore delivered or made available to Parent, true the Company complete and complete correct copies of, of all forms, reports, schedules, statements reports and other filings filed by the Parent with the SEC pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act") since August 1, 1997 (such reports and other filings collectively referred to herein as the "Exchange Act Filings"). The Exchange Act Filings constitute all of the documents required to be filed by it since January 1, 1995 the Parent under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, with the "SEC Documents")since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) Exchange Act Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) misleading. The audited consolidated financial statements of the Parent included in the Exchange Act Filings at the time of their filing complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been and such audited consolidated financial statements (i) were prepared from the books and records of the Parent and its consolidated subsidiaries, (ii) were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly present the consolidated financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and or changes in financial position, if anyfor the fiscal year ended July 31, 1997 and earlier years) for the periods then ended. The unaudited financial statements included in the Exchange Act Filings at the time of their filing complied in all material respects with the published rules and regulations of the Company SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of the Parent and its consolidated subsidiaries, (ii) were prepared in accordance with generally accepted accounting principles, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of the Parent and its consolidated subsidiaries as at the dates thereof and the results of the respective dates their operations and cash flows (or changes in financial condition) for the respective periods thereofthen ended, subject to normal year-end adjustments and any other aIdjustments described therein or in the notes or schedules thereto.

SEC Reports and Financial Statements. The Company has Each form, report, schedule, ------------------------------------ registration statement and definitive proxy statement filed by Buyer with the SECSEC (as such documents have been amended prior to the date hereof, and has heretofore made available to Parentthe "Buyer ----- SEC Reports"), true and complete copies ofas of their respective dates, complied in all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under material respects ----------- with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or and the Exchange Act (collectivelyand the rules and regulations thereunder and, since the first date on which Buyer Common Stock was listed for trading on the NASDAQ National Market System, the "rules of the NASD. None of the Buyer SEC Documents"). As Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain contained any untrue statement of a material fact or omit to state omitted any statement of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The consolidated financial statements of the Company Buyer included in such Buyer SEC Reports (the SEC Documents ("Buyer Financial Statements") comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all -------------------------- material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved US GAAP (except as may be indicated in the notes thereto, or in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects, subject, in the case of the unaudited interim financial statements, to normal, year-end adjustments, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Buyer as of the respective dates and for the respective periods thereof.

SEC Reports and Financial Statements. The Company Onsite has filed with the SEC, and has heretofore made available to ParentLTS, true and complete copies of, all forms, reports, schedules, statements statements, and other documents required to be filed by it and its subsidiaries since January 1, 1995 1997, under the Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "Onsite SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Onsite SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein therein, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the Onsite SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company Onsite and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Onsite and its consolidated subsidiaries as of at the respective dates and thereof or for the respective periods thereofpresented therein. Onsite maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

SEC Reports and Financial Statements. The (a) Since June 9, 2000, the Company has and its Subsidiaries have filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it them with the SEC (as amended since January 1the time of their filing and prior to the date hereof, 1995 under collectively, the “COMPANY SEC REPORTS”) and has heretofore made available to Parent complete and correct copies of all Company SEC Reports. As of their respective dates, the Company SEC Reports complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the “EXCHANGE ACT”), or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the "Securities Act"“SECURITIES ACT”) or the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amendedapplicable, as the case may be, to such Company SEC Reports, and none of the date of the last such amendment, the Company SEC Documents (Reports contained, at the time they were filed or became effective, as amended or supplemented by any such amendments)the case may be, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied The consolidated financial statements (including any related notes) included in the Company SEC Reports (collectively, the “COMPANY FINANCIAL STATEMENTS”) fairly present, in all material respects with respects, the applicable requirements consolidated financial position, results of the Exchange Act consolidated operations and the Securities Act, as the case may be, changes in stockholders’ equity and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records cash flows of the Company and its consolidated subsidiariesSubsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such Company Financial Statements (including the related notes, comply where applicable) complies, in all material respects respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such Company Financial Statements (including the related notes, have where applicable) has been prepared in accordance with United States U.S. generally accepted accounting principles ("“U.S. GAAP"”) consistently applied on a consistent basis during the periods involved (except involved, except, in each case, as may be indicated in such statements or in the notes thereto, and provided that unaudited interim financial statements may not contain footnotes and may be subject to normal year-end adjustments. (c) and fairly present The unaudited balance sheet of the consolidated financial position Company and the consolidated results Company Subsidiaries as of operations November 30, 2002, and cash flows the unaudited income statement of the Company and the Company Subsidiaries for the month ended November 30, 2002 were prepared (a) in accordance with the books of account and changes financial records of the Company and the Company Subsidiaries in the ordinary course of business and consistent with the Company’s past practices with respect to the preparation of its monthly financial positionstatements and (b) in accordance with the Company’s standard internal accounting practices applicable to the preparation of its monthly financial statements. (d) Except as fully reflected or reserved against in the balance sheet included in the Company’s Quarterly Report on Form 10-QSB for the period ended September 30, if any2002, from September 30, 2002 through and including the date hereof, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature whatsoever (absolute, accrued, fixed, contingent or otherwise), other than liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2002. (e) The books and records of the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. (f) The estimate of the Net Working Capital (as defined on Schedule A hereto) of the Company and its consolidated subsidiaries the Company Subsidiaries as of February 28, 2003 set forth on Schedule A was prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries and represents the Company’s good faith estimate of the amounts set forth therein, as of the respective dates and for the respective periods thereofdate hereof.

SEC Reports and Financial Statements. The Company Purchaser has filed with the SEC, Securities and has heretofore made available to Parent, Exchange Commission true and complete copies ofof the Purchaser's Annual Report on Form 10-KSB for the year ended June 30, 2003 and all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 the Purchaser under the Securities Act of 1933Act, as amended (the "Securities Act") or the Securities Exchange Act Act, from and after the filing thereof (collectivelysuch annual report, the "SEC Documents"). As of their respective dates orforms, if amendedreports, as of the date of the last such amendmentschedules, the Company SEC Documents (as amended or supplemented by any such amendments)statements and other documents, including, without limitation, including any financial statements or schedules included therein therein, the "PURCHASER SEC Documents"). The Purchaser SEC documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act Act, and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. None of There have not been any amendments to the Company's subsidiaries is required to file any forms, reports or other documents with Purchaser SEC Documents since the SECinitial filing thereof. The financial statements of the Company included Purchaser contained in the Purchaser SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods period involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The Company E/One has filed with the SEC, and has heretofore made available to Parent, PCC true and complete copies of, all forms, reports, schedules, statements statements, and other documents required to be filed by it since January 1December 31, 1995 1994 under the Securities Exchange Act of 1934, as amended (the Exchange Act) or the Securities Act of 1933, as amended (the "Securities Act") or (each of such forms, reports, schedules, statements, and other documents, to the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amended, as of extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as an E/One SEC Document). Each E/One SEC Document, at the last such amendmenttime filed, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company all E/One Entities included in the E/One SEC Documents (comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company E/One and its consolidated subsidiaries as of and at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended.

SEC Reports and Financial Statements. (a) The Company has filed on a timely basis with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (as they have been amended since the time of their filing, and including any documents filed as exhibits thereto, collectively, the "SEC REPORTS") required to be filed by it the Company with the SEC since January 1, 1995 under 2001, except that late filing of that certain Form 8-K related to the acquisition transaction with Quisic Corporation, or any proper extensions permitted by the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents")Laws. As of their respective dates or, if amended, as of and for the date of the last such amendmentperiods reflected therein, the Company SEC Documents Reports (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aor incorporated by reference therein) did not contain complied in all material respects with the requirements of the Exchange Act or the Securities Act, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with The consolidated balance sheets as of March 31, 2003 and March 31, 2002 and the applicable requirements related consolidated statements of income, shareholders' equity and cash flows for each of the Exchange Act three years in the period ended March 31, 2003 (including the related notes and the Securities Act, as the case may be, and the applicable rules and regulations schedules thereto) of the SEC thereunder. None of Company contained in the Company's subsidiaries is required to file any formsForm 10-K for the year ended March 31, reports or other documents with the SEC. The financial statements of the Company 2003 included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared fromReports present fairly, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretorespects, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and or for the respective periods thereofpresented therein in conformity with GAAP applied on a consistent basis during the periods involved except as otherwise noted therein. (c) The Company's unaudited consolidated balance sheet as of December 31, 2003 and the related consolidated statements of income, shareholders' equity and cash flows for the three months and nine months then ended, as applicable (collectively, the "MOST RECENT FINANCIAL STATEMENTS"), contained in the Company's Form 10-Q for the fiscal quarter ended December 31, 2003 present fairly, in all material respects (subject to normal year-end adjustments that will not be material), the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the date or for the periods presented therein in conformity with GAAP applied on a consistent basis during the periods involved except as otherwise noted therein.

SEC Reports and Financial Statements. The Company Medscape has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent, MedicaLogic true and complete copies of, all forms, reports, schedules, statements statements, and other documents required to be filed by it since January 1September 26, 1995 1999 under the Securities Exchange Act of 1933, as amended 1934 (the "Securities Exchange Act") or the Exchange Securities Act (collectivelyeach of such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as a "Medscape SEC DocumentsDocument"). As of their respective dates orEach Medscape SEC Document, if amendedat the time filed, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Medscape SEC Documents (the "Medscape Financial Statements") comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) in all material respects the consolidated financial position of Medscape and its consolidated subsidiaries as at the 8 18 dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The (a) Since January 1, 2001, the Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the "Company SEC Reports") required to be filed by it since January 1the Company with the SEC. As of their respective dates, 1995 under and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or ), the Exchange Act (collectivelyAct, and the "SEC Documents"). As of their respective dates or, if amended, as rules and regulations of the date SEC promulgated thereunder applicable to such Company SEC Reports, and none of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company's subsidiaries Company Subsidiaries is required to file any forms, reports or other documents with the SEC. SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The financial consolidated balance sheets and the related consolidated statements of operations, consolidated statements of stockholders' equity and comprehensive income (loss) and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the "Company Financial Statements") of the Company included contained in the Company SEC Documents (as amended or supplemented by any such amendments) Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated subsidiariesthe Company Subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretootherwise noted therein) and present fairly present the consolidated financial position and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and changes recurring year-end adjustments in financial positionthe ordinary course of business). Except as reflected in the Company Financial Statements, if anyneither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than any liabilities incurred since December 31, 2003 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Since January 1, 2001, the Company has not received written notice from the SEC or any other governmental entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or other governmental entity. Since January 1, 2001, the Company's independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company's accounting policies or practices. Since January 1, 2001, to the knowledge of the Company, no officer or director of the Company has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with the Company or any Company Subsidiary. Set forth in Section 3.5(d) of the Company Disclosure Letter is a list of all off-balance sheet special purpose entities and financing arrangements of the Company and the Company Subsidiaries. (d) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since August 29, 2002, the chief executive officer and chief financial officer of the Company have made all certifications required by the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and any related xxxxx xxx xxxxlations promulgated xx xxx XXX xxd the NYSE, and the statements contained in any such certifications are complete and correct. (e) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company required to be disclosed in the Company's Exchange Act Reports, including its consolidated Company Subsidiaries, is made known to the Company's principal executive officer and its consolidated subsidiaries as principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the respective dates Company, such disclosure controls and for procedures are effective in timely alerting the respective periods thereofCompany's principal executive officer and its principal financial officer to material information required to be included in the Company's periodic reports required under the Exchange Act. (f) The Company is, or will timely be, in compliance in all material respects with all current and proposed listing and corporate governance requirements of the NYSE, and is in compliance in all material respects, and will continue to remain in compliance from the date hereof until immediately after the Effective Time, with all rules, regulations and requirements of the Sarbanes-Oxley Act and the SEC.

SEC Reports and Financial Statements. The Company (a) Since January 1, 2003, Netsmart has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, statements registration statements, and other documents (together with all amendments thereof and supplements thereto) (as such documents have since the time of their filing been amended or supplemented, the “Netsmart SEC Reports”) required to be filed by it since January 1, 1995 under Netsmart with the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents")SEC. As of their respective dates or, if amended, as of and giving effect to any amendments or supplements thereto filed prior to the date of the last such amendmentthis Agreement, the Company Netsmart SEC Documents Reports (i) complied as amended to form in all material respects with the requirements of the Securities Act, and the rules and regulations thereunder, or supplemented by any such amendments)the Exchange Act, includingand the rules and regulations thereunder, without limitationas the case may be, any financial statements or schedules included therein and (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in Netsmart SEC Reports (the “Netsmart Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position of Netsmart and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended. Each subsidiary of Netsmart is treated as a consolidated subsidiary of Netsmart in Netsmart Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent, the Investor a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it the Company with the SEC since January 1, 1995 under 1998 (as such documents have since the Securities Act time of 1933, as their filing been amended (the "Securities Act") or the Exchange Act (collectivelysupplemented, the "SEC DocumentsReports"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates ordates, if the SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the SEC Reports (the "Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The Company has timely filed ------------------------------------ with the SEC, any applicable state securities authorities and has heretofore made available to Parent, true any other Governmental Authority all forms and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act 1994 (collectively, the "Company Reports") and has heretofore made --------------- available to Parent and the Purchaser (i) its Annual Reports on Form 10-K for - the last five fiscal years, (ii) its Quarterly Reports on Form 10-Q for the -- periods ended March 31, 1999 and June 30, 1999, (iii) all proxy statements --- relating to meetings of stockholders of the Company since January 1, 1994 (in the form mailed to stockholders) and (iv) all other forms, reports and -- registration statements filed by the Company with the SEC since January 1, 1994 (other than registration statements on Form S-8 or Form 8-A, filings on Form T-1 or preliminary materials and registration statements in forms not declared effective). The documents described in clauses (i)-(iv) above (whether filed before, on or after the date hereof) are referred to in this Agreement collectively as the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the --------------------- Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein Reports (a) did not contain any untrue statement of a material fact or - omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with - the applicable requirements of Law, including in the case of SEC filings, the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in otherwise noted therein and except that the notes theretoquarterly financial statements are subject to year end adjustment and do not contain all footnote disclosures required by GAAP) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates and thereof or for the respective periods thereofpresented therein.

SEC Reports and Financial Statements. The Company has Since January 1, 1998, the Reporting Companies have filed all material forms, reports and documents with the Securities and Exchange Commission (the "SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents ") required to be filed by it since January 1them pursuant to the federal securities laws and the rules and regulations promulgated thereunder, 1995 under and all such forms, reports and documents filed with the Securities Act SEC have complied in all material respects with all applicable requirements of 1933the federal securities laws and the rules and regulations promulgated thereunder (such forms, reports and documents, together with any exhibits and any amendments thereto including any related financial statements and any information incorporated by reference therein are referred to as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC DocumentsFILINGS"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, misleading. Attached as the case may be, and the applicable rules and regulations of the SEC thereunder. None of SCHEDULE 3.5 are the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The most recent audited financial statements as well as the Company's most recent quarterly unaudited financial statements which has been reviewed by the Company's auditors in compliance with SAS 71. Each of the Company balance sheets, statements of operations, statements of equity and statements of cash flow included in the SEC Documents (as amended Filings on or supplemented by any such amendments) have been prepared from, and are in accordance with, prior to the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been date hereof were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in all material respects, the consolidated financial position of the Reporting Companies as of the dates thereof and the consolidated results of operations and changes in cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and Reporting Companies for the respective periods thereofthen ended (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and the absence of notes to such statements).

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Parentthe Company, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since January 1December 31, 1995 1994 under the Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the Parent SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and Parent and/or its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates and thereof or for the respective periods thereofpresented therein.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Parentthe Company, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since January November 1, 1995 1999 under the Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "PARENT SEC DocumentsDOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the Parent SEC Documents (as amended or supplemented by any such amendments) have has been prepared from, and are is in accordance with, the books and records of the Company Parent and its consolidated subsidiariesSubsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates and thereof or for the respective periods thereofpresented therein.

SEC Reports and Financial Statements. The Company Republic has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent, the Stockholders true and complete copies of, all forms, reports, schedules, statements reports and other documents required to be filed by it since January September 1, 1995 under the Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "Republic SEC Documents"). As of their respective dates orThe Republic SEC Documents, if amendedat the time filed, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company Republic included in the Republic SEC Documents (comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position of Republic and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (for the periods then ended. Except as set forth in the Republic SEC Documents and changes except for liabilities and obligations incurred in financial positionthe ordinary course of business consistent with past practice, if any) there are no material liabilities or obligations of the Company any nature required by GAAP to be set forth on a consolidated balance sheet of Republic and its consolidated subsidiaries as of Subsidiaries or in the respective dates and for notes thereto which, individually or in the respective periods thereofaggregate, would have a Republic Material Adverse Effect.

SEC Reports and Financial Statements. The Except as set forth in Schedule 3.5, the Company has filed with the SEC, and has heretofore made available to Parent, Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 31, 1995 1996 under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act that were filed and publicly available prior to the date of this Agreement (collectivelyas such documents have been amended since the time of their filing, collec tively, the "Company SEC Documents"). As of their respective re spective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company's subsidiaries Sub sidiaries is required to file any forms, reports or other documents with the SECSEC pursuant to Section 12 or 15 of the Exchange Act. The financial statements of the Company Compa ny (the "1997 Financial Statements") included in the SEC Documents Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (as amended or supplemented by any such amendmentsincluding the related notes thereto) (the "1996 Form 10-K") and in the quarterly reports on Form 10-Q for the three fiscal quarters occur ring since the 1996 Form 10-K have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles princi ples ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustments) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of at the respective dates and thereof or for the respective periods thereofpresented therein.

SEC Reports and Financial Statements. The Company (a) LandCare has filed with the SEC, SEC and has heretofore made available to Parent, ServiceMaster true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since January 1, 1995 the LandCare's inception under the Exchange Act and the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "LandCare SEC Documents"). As of their respective ---------------------- dates or, if amended, as of the date of the last such amendment, the Company LandCare SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or and schedules included therein therein, (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None . (b) Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the LandCare SEC Documents and the Third Quarter Financial Statements (as amended or supplemented by any such amendmentshereinafter defined) have has been prepared from, and are is in accordance with, the books and records of the Company and LandCare and/or its consolidated subsidiariesSubsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ---- (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company LandCare and its consolidated subsidiaries Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments and lack of footnote disclosures). "Third Quarter Financial Statements" means the unaudited consolidated and ----------------------------------- consolidating balance sheets and statements of income and changes in stockholders' equity of LandCare as of the respective dates and for the respective periods thereofthree and nine months ended September 30, 1998 attached hereto as Schedule 3.6.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements and other definitive proxy statements (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC REPORTS") required to be filed by it the Company with the SEC since January 1December 31, 1995 under 1995. Other than American Media Operations, Inc. ("OPERATIONS"), no subsidiary of the Company is required to file any form, report, schedule, registration statement or proxy statement with the SEC. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amended, as and the rules and regulations of the date SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the last such amendmentSEC Reports, the Company SEC Documents (as amended or supplemented by any such amendments)when filed, including, without limitation, any financial statements or schedules included therein (a) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the audited and unaudited consolidated financial statements of the Company (including any related notes and schedules, if any, thereto) included in the SEC Reports complies as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have represents fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods presented therein and has been prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein, including in the notes thereto) and fairly present . Except as set forth in the consolidated financial position balance sheet of the Company at September 28, 1998, included in the SEC Reports, as of such date, neither the Company nor any of its subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that (i) is required by GAAP to be reflected on a consolidated balance sheet of the Company as of such date, and (ii) individually or in the aggregate, reasonably could be expected to have a Material Adverse Effect on the Company. Except as set forth in the consolidated results balance sheet of operations and cash flows the Company at September 30, 1998, included in the SEC Reports, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature (and changes whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be reflected on a consolidated balance sheet of the Company, except for liabilities or obligations (i) incurred in financial positionthe ordinary course of business since September 28, if any1998, or (ii) which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of January 31, 1999, the aggregate Funded Debt of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofwas less than $483 million.

SEC Reports and Financial Statements. The Company has Each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by DMC or any of its subsidiaries with the SECSEC since December 31, 1997 (as such documents have since the time of their filing been amended or supplemented, the "DMC SEC REPORTS"), are all the documents (other than preliminary material) that DMC and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents its subsidiaries were required to be filed by it file with the SEC since January 1such date. As of their respective dates, 1995 under the DMC SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended amended, and the rules and regulations thereunder (the "Securities SECURITIES Act") ), or the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "SEC DocumentsEXCHANGE ACT"). As of their respective dates or, if amended, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the DMC SEC Reports (the "DMC FINANCIAL STATEMENTS") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to DMC and its subsidiaries taken as a whole)) the consolidated financial position of DMC and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available (and with respect to Parentfuture filings, true will make available) via XXXXX to Parent accurate and complete copies ofof all registration statements, all formsproxy statements and other statements, reports, schedules, statements forms and other documents filed by the Company with the SEC since December 31, 1999, and all amendments thereto (the "Company SEC Documents"). All statements, reports, schedules, forms and other documents required to be filed by it the Company with the SEC since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "such date have been so filed on a timely basis. The Company SEC Documents"). As of their respective dates or, if amended, as to the best of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein Company's knowledge (a) did do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act of 1933 (the "Securities Act"), as the case may be, and the applicable rules and regulations of the SEC thereunder. None No subsidiary of the Company's subsidiaries Company is required to file make any forms, reports or other documents filings with the SEC. . (b) The financial statements (including any related notes) of the Company included in the Company SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved covered (except as may be indicated in the notes thereto, or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material in amount) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of the operations and cash flows of the Company and its consolidated subsidiaries for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The Company Parent has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent, the LPC Stockholders true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act and the Securities and Exchange Act of 19331934, as amended (the "Securities Exchange Act") (as such documents have been amended or supplemented since the Exchange Act (time of their filing, collectively, the "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports (as amended or supplemented by any such amendments), including, including without limitation, any financial statements or schedules included therein therein) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have Reports has been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesParent, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and in all material respects the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Parent as of at the respective dates and thereof or for the respective periods thereofpresented therein.

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or (as such documents have been amended since the Exchange Act (time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any such amendmentsthe "Financial Statements") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto and except for the absence of footnotes with respect to interim Financial Statements) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein.

SEC Reports and Financial Statements. (a) The Company has filed with or furnished to the SEC, and has heretofore made available to Parent, true and complete copies ofon a timely basis, all forms, reports, certificates, schedules, statements and other documents required to be filed or furnished by it since January 1, 1995 2021 (the “Applicable Date”), under the Securities Exchange Act of 1933, as amended (the "Securities Act") or the Exchange Securities Act (collectively, together with any such form, report, schedule, statement or other document filed with or furnished to the "SEC subsequent to the Agreement Date, including any 17 amendments thereto, the “Company SEC Documents"”). As of their its respective dates date or, if amendedamended prior to the Agreement Date, as of the date of the last such amendment, the each Company SEC Documents Document (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (ai) did not not, when filed, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in such Company SEC Document or necessary in order to make the statements thereinin such Company SEC Document, in light of the circumstances under which they were made, not misleading and (bii) complied complied, in all material respects respects, with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActXxxxxxxx-Xxxxx Act of 2002 (“SOX”), as the case may be, and the applicable rules and regulations of the SEC thereunderunder the Exchange Act, the Securities Act and SOX, as the case may be. None of the Company's subsidiaries is ’s Subsidiaries is, or at any time since the Applicable Date, has been, required to file any forms, reports or other documents with the SEC. The . (b) Each of the audited consolidated financial statements of the Company (including all notes thereto) included in the Company SEC Documents (as amended or supplemented by any such amendmentsthe “Company Financial Statements”) have (w) has been prepared from, and are is in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply (x) complies in all material respects with the applicable accounting requirements standards and with the published rules and regulations of the SEC SEC, the Exchange Act and the Securities Act with respect theretoto such requirements, have (y) has been prepared in accordance with the United States States’ generally accepted accounting principles ("“GAAP"”) in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Company Financial Statements or in the notes theretoto the Company Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and limitations on footnote disclosure as contemplated by Article X of Regulation S-X), and (z) and fairly present presents, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates date and for the periods referred to in the Company Financial Statements. (c) Neither the Company nor any of the Company’s Subsidiaries is a party to, or has any commitment to become a party to, any off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Securities Act), where the result, purpose or effect of such arrangement is to avoid having any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries reflected or disclosed in the Company’s or such Subsidiary’s financial statements or other Company SEC Documents. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are accurate in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” have the meanings given to such terms in SOX. (e) The Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Company is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC. The Company maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the Agreement Date, to the Company’s auditors and the audit committee of the Company Board (y) any significant deficiencies or material weakness in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (z) any Fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting, all of which information described in clauses (y) and (z) above has been disclosed to the Parent Parties prior to the Agreement Date. Since the Applicable Date, neither the Company nor its Subsidiaries has received any credible written (or to the Knowledge of the Company, oral) complaint, allegation, assertion or claim of any material improper activity regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its Subsidiaries or their respective periods thereofinternal accounting controls. (f) Neither the Company nor any of its Subsidiaries are required by Law to make any filings or reports in respect of the Shares or other securities of the Company or any of its Subsidiaries with any Governmental Entity outside of the United States whose primary responsibility is for the regulation of securities, except for failures to make any such filings or reports that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (g) The information to be supplied by or on behalf of the Company for inclusion in the Schedule TO or the Offer Documents, on the date the Schedule TO is filed with the SEC and on the date the Offer Documents are first published, sent or given to holders of shares of Company Stock, shall 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 therein not misleading in any material respect, in light of the circumstances in which they shall be made.

SEC Reports and Financial Statements. The Each form, report, ------------ ------------------------------------ schedule, registration statement and definitive proxy statement filed by the Company has filed with the Securities and Exchange Commission ("SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or prior to the Exchange Act date hereof (collectivelyas such documents have been amended prior to the date hereof, the "SEC DocumentsReports"). As , as of their respective dates ordates, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 as amended ("Exchange Act") and the rules and regulations promulgated thereunder applicable to such SEC Reports, and none of the SEC Reports when filed (or if amendedamended or superseded by a filing prior to the date hereof, as of then on the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (afiling) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited financial statements and unaudited interim financial statements of the Company included in the SEC Documents Reports ("Financial Statements") as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, their respective dates comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of operations their operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and changes recurring year-end audit adjustments not material in financial position, if any) amount). None of the Company's subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. The adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000, has not adversely impacted and will not adversely impact, in any material respect, the amount or timing of revenue recognition by the Company and or any of its consolidated subsidiaries as compared to their respective prior revenue recognition practices. Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (i) fully reflected or reserved against in the respective dates and for financial statements included in the respective periods thereofSEC Reports, (ii) incurred since March 31, 2002 in the ordinary course of business or (iii) as set forth in the Schedule of Exceptions.

SEC Reports and Financial Statements. The Company (a) Since January 1, 2004, ABX Air has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, statements registration statements, and other documents (together with all amendments thereof and supplements thereto, as such documents have since the time of their filing been amended or supplemented, the “ABX SEC Reports”) required to be filed by it since January 1, 1995 under ABX Air with the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents")SEC. As of their respective dates orand giving effect to any amendments or supplements thereto, if amendedthe ABX SEC Reports filed since January 1, 2004, (i) complied as to form in all material respects with the requirements of the Securities Act, and the rules and regulations thereunder, or the Exchange Act, and the rules and regulations thereunder, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the ABX SEC Reports (the “ABX Financial Statements”) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position of ABX Air and its consolidated subsidiaries at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended. Each subsidiary of ABX Air is treated as a consolidated subsidiary of ABX Air in ABX Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. (a) The Company has filings required to be made by ITI and its subsidiaries since October 1, 1996 under the Exchange Act have been timely filed with the SEC, and has heretofore made available to Parent, true and complete copies of, including all forms, statements, reports, schedulesagreements, statements documents, exhibits, amendments and other documents required to be filed by it since January 1supplements appertaining thereto, 1995 under the Securities Act of 1933and complied, as amended of their respective dates, in all material respects, with all applicable requirements of the Exchange Act and the rules and regulations thereunder. Each report and definitive proxy statement filed with the SEC by ITI pursuant to the requirements of the Exchange Act, including all amendments thereto (the "Securities Act") or the Exchange Act (collectively, the "SEC DocumentsReports"). As , as of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements of the Exchange Act The audited consolidated financial statements and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The unaudited interim financial statements of the Company ITI and its subsidiaries included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, Reports have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-QSB of the SEC) and fairly present the consolidated financial position of ITI and its subsidiaries and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company ITI and its consolidated subsidiaries as of the respective dates and for the respective periods thereofindicated, in each case in accordance with generally accepted accounting principles consistently applied, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. (c) ITI has heretofore furnished to the Sellers a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but which are required to be filed, to agreements, documents or other instruments which previously had been filed by ITI with the SEC

SEC Reports and Financial Statements. The Company Parent has filed with the Securities and Exchange Commission (the “SEC, and has heretofore made available to Parent, ”) true and complete copies of, of all forms, reports, exhibits, schedules, statements and other documents (other than preliminary materials) required to be filed by it since January 1, 1995 under the Securities Exchange Act of 19331934, as amended (the "Securities “Exchange Act"”) or the Exchange Securities Act prior to September 30, 2007 (collectivelysuch forms, the "SEC Documents"). As of their respective dates orreports, if amendedexhibits, as of the date of the last such amendmentschedules, the Company SEC Documents (as amended or supplemented by any such amendments)statements and other documents, including, without limitation, including any financial statements or schedules included therein therein, are referred to as the “Parent SEC Documents”). The Parent SEC Documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company Parent included in the Parent SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material and except for the absence of notes thereto) the consolidated financial position of Parent and its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The Company has Borrower and its Subsidiaries have timely filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reportsreports (annual, quarterly or periodic), schedules, statements registration statements, proxy statements, certifications and other documents required to be filed by it (together with all amendments thereof and supplements thereto) (as such documents have since January 1, 1995 under the Securities Act time of 1933, as their filing been amended (the "Securities Act") or the Exchange Act (collectivelysupplemented, the "SEC DocumentsReports") which Borrower and its Subsidiaries have been required to file with the Securities and Exchange Commission ("SEC"). As of their respective dates ordates, if amendedthe SEC Reports (i) complied as to form with the requirements of the Securities Act or the Exchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited consolidated financial statements of and unaudited interim consolidated financial statements (including, in each case, the Company notes, if any, thereto) included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and Reports filed with the published SEC (the "Financial Statements") complied as to form with the rules and regulations of the SEC with respect thereto, have been were in accordance with the books and records of Borrower and its Subsidiaries, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not individually or in the aggregate, material)) the consolidated assets, liabilities and financial position of the Borrower and its consolidated Subsidiaries as of the last day of the periods reported and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and position for the respective periods thereofreported.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 14, 1995 1994 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or (as such documents have been amended since the Exchange Act (time of their filing, collectively, the "Company SEC Documents"). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any 10 16 financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) except as disclosed in Section 3.5 of the Company Disclosure Schedule complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. The Each of the consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any such amendmentsthe "Financial Statements") (i) have has been prepared from, and are is in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply (ii) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have (iii) has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iv) fairly present presents the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, registration statements, definitive proxy statements and other documents (together with all amendments thereof and supplements thereto) required to be filed by it since January 1, 1995 under the Company with the Securities Act of 1933, as amended and Exchange Commission (the "Securities ActSEC") (as such documents have since the time of their filing been amended or the Exchange Act (collectivelysupplemented, the "SEC DocumentsReports"). As of their respective dates ordates, the SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934, if amendedapplicable, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited financial statements and unaudited interim financial statements (including, in each case, the notes, if any, thereto) of the Company included in the SEC Documents Reports (the "Financial Statements") complied as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the consolidated case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Company taken as a whole)) the financial position of the Company as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended. (b) Except as set forth in the SEC Reports, the Company does not have any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities and obligations incurred in the ordinary course of business consistent with past practice which could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. The Company is not in default in respect of the material terms and conditions of any indebtedness or other agreement which could, individually or in the aggregate, be expected to have a Material Adverse Effect.

SEC Reports and Financial Statements. The Company Purchaser has filed with the SEC, Securities and has heretofore made available to Parent, Exchange Commission true and complete copies ofof the Purchaser’s Annual Report on Form 10K/A (Amendment No. 2) for the year ended December 31, 2004 and all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 the Purchaser under the Securities Act of 1933Act, as amended (the "Securities Act") or the Securities Exchange Act Act, from and after the filing thereof (collectivelysuch annual report, the "SEC Documents"). As of their respective dates orforms, if amendedreports, as of the date of the last such amendmentschedules, the Company SEC Documents (as amended or supplemented by any such amendments)statements and other documents, including, without limitation, including any financial statements or schedules included therein therein, the “Purchaser SEC Documents”). The Purchaser SEC documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act Act, and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. None of Except as indicated, there have not been any amendments to the Company's subsidiaries is required to file any forms, reports or other documents with Purchaser SEC Documents since the SECinitial filing thereof. The financial statements of the Company included Purchaser contained in the Purchaser SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods period involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with or furnished to the SEC, and has heretofore made available to Parent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed or furnished by it since January 1, 1995 2007, under the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”) or (as such documents have been amended since the Exchange Act (time of their filing, collectively, the "“Company SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, including any financial statements or schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein in the Company SEC Documents or necessary in order to make the statements thereinin the Company SEC Documents, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act and or the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunderunder the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Nasdaq Global Market. None of the Company's subsidiaries ’s Subsidiaries is required to file any forms, reports or other documents with the SEC. The . (b) Since January 1, 2007, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Global Market. (c) Each of the consolidated financial statements of (including any notes thereto) included or incorporated by reference in the Company included in the SEC Documents (as amended or supplemented by any such amendmentsthe “Financial Statements”) have (w) has been prepared from, and are is in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such requirements, have (y) has been prepared in accordance with United States generally accepted accounting principles ("GAAP") , in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes theretoto the Financial Statements and subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosure), and (z) and fairly present presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates date and for the respective periods thereofreferred to in the Financial Statements. (d) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s audited financial statements or other Company SEC Documents. (e) The Company and each of its officers are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act. The management of the Company has, in material compliance with Rule 13a-15 under the 1934 Act, (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the management of the Company by others within those entities, and (ii) disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s auditors and the audit committee of the Company Board (A) any significant deficiencies in the design or operation of internal control over financial reporting (“Internal Controls”) which would adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls. Since the end of the period covered by its most recent annual report on Form 10-K, neither the chief executive officer nor the chief financial officer of the Company has become aware of, and neither the Company’s auditors nor the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a “significant deficiency” or a “material weakness” (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the Company’s Internal Controls or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s Internal Controls.

SEC Reports and Financial Statements. The Company has (a) Lycos and its subsidiaries have filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it them with the SEC since January August 1, 1995 under 1998 (as amended since the time of their filing and prior to the date of this Agreement, collectively, the "Lycos SEC Reports") and has heretofore made available to Terra complete and correct copies of all such forms, reports, schedules, registration statements, and proxy statements. As of their respective dates, the Lycos SEC Reports complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, including the rules and regulations of the SEC promulgated thereunder (the "Exchange Act"), or the Securities Act of 1933, as amended amended, including the rules and regulations of the SEC promulgated thereunder (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amendedapplicable, as the case may be, to such Lycos SEC Reports, and none of the date of the last such amendment, the Company Lycos SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Lycos has previously made available to Terra copies of the consolidated balance sheet of Lycos and its Subsidiaries as of July 31, for each of the fiscal years 1997, 1998 and 1999, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years 1997 through 1999, inclusive, as reported in Lycos's Annual Report on Form 10-K for the fiscal year ended July 31, 1999 (the "Lycos 1999 10-K") filed with the SEC under the Exchange Act in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to Lycos. The July 31, 1999 consolidated balance sheet of Lycos (including the related notes, where applicable) included in the Lycos 1999 10-K fairly presents in all material respects with the applicable requirements consolidated financial position of Lycos and its Subsidiaries as of the Exchange Act and the Securities Act, as the case may bedate thereof, and the applicable rules and regulations other financial statements referred to in this Section 4.5(b) (including the related notes, where applicable) fairly present in all material respects the results of the SEC thereunder. None consolidated operations and changes in stockholders' equity and cash flows of Lycos and its Subsidiaries for the respective fiscal periods or as of the Company's subsidiaries is required to file any formsrespective dates therein set forth; each of such statements (including the related notes, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendmentswhere applicable) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, have where applicable) has been prepared in all material respects in accordance with United States U.S. generally accepted accounting principles ("U.S. GAAP") consistently applied on a consistent basis during the periods involved (except involved, except, in each case, as may be indicated in such statements or in the notes thereto. Except as fully reflected or reserved against in the July 31, 1999 consolidated balance sheet of Lycos (including the related notes, where applicable) included in the Lycos 1999 10-K, since July 31, 1999 through to and fairly present including the consolidated financial position date of this Agreement, neither Lycos nor any of its subsidiaries has incurred any liabilities or obligations of any nature whatsoever (absolute, accrued, fixed, contingent or otherwise), other than liabilities incurred in the ordinary course of business consistent with past practice since the date of such balance sheet and the consolidated results which have not had and would not reasonably be expected to have a Material Adverse Effect on Lycos. The books and records of operations and cash flows (and changes in financial position, if any) of the Company Lycos and its consolidated subsidiaries as of the respective dates Subsidiaries have been, and for the respective periods thereofare being, maintained in all material respects in accordance with U.S. GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

SEC Reports and Financial Statements. The Company Purchaser has filed with the SEC, Securities and has heretofore made available to Parent, Exchange Commission true and complete copies ofof the Purchaser's Annual Report on Form 10-KSB for the year ended June 30, 2003 and all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 the Purchaser under the Securities Act of 1933Act, as amended (the "Securities Act") or the Securities Exchange Act Act, from and after the filing thereof (collectivelysuch annual report, the "SEC Documents"). As of their respective dates orforms, if amendedreports, as of the date of the last such amendmentschedules, the Company SEC Documents (as amended or supplemented by any such amendments)statements and other documents, including, without limitation, including any financial statements or schedules included therein therein, the "PURCHASER SEC DOCUMENTS"). The Purchaser SEC documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Securities Exchange Act Act, and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder. None of There have not been any amendments to the Company's subsidiaries is required to file any forms, reports or other documents with Purchaser SEC Documents since the SECinitial filing thereof. The financial statements of the Company included Purchaser contained in the Purchaser SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods period involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Purchaser and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements and other documents definitive proxy statements required to be filed by it the Company with the SEC since January 1February 26, 1995 under 1997 (as they have been amended since the Securities Act time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports (as amended or supplemented by any such amendments), including, without limitation, including but not limited to any financial statements or schedules included therein (aor incorporated by reference therein) did not contain complied in all material respects with the requirements of the Exchange Act and the Securities Act, and the rules and regulations of the SEC promulgated thereunder applicable, as the case may be, to such SEC Reports, and none of the SEC Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents Reports at the time filed (as and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any SEC Report amended or supplemented superseded by any a filing prior to the date of this Agreement, then on the date of such amendmentsamending or superseding filing) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), and fairly present (subject, in the case of unaudited statements, to normal, recurring audit adjustments) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No subsidiary of the Company is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the SEC, the NYSE, any other stock exchange or any other comparable Governmental Authority. (c) Except as reflected, reserved against or otherwise disclosed in the financial statements of the Company included in the SEC Reports or as otherwise disclosed in the SEC Reports, in each case, filed prior to the date of this Agreement or as set forth in Section 4.6(c) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries have any liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) which would be required to be reflected on a balance sheet or the notes thereto prepared in accordance with GAAP, other than liabilities incurred in the ordinary course of business consistent with past practice since January 30, 1999 which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (d) Since January 30, 1999, (i) no development or event has occurred that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company or on the ability of the Company to consummate the Transactions, (ii) the Company and each of its subsidiaries has conducted its respective dates operations in the ordinary and for usual course of business consistent with past practice and (iii) neither the respective periods thereofCompany nor any of its subsidiaries has taken any action or omitted to take any action, which act or omission, if after the date of this Agreement, would result in a breach or violation of Section 6.1. (e) The Company has heretofore furnished to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. The Company (a) Since November 17, 1999, PhoneTel has filed all required forms, reports and documents with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents SEC required to be filed by it since January 1, 1995 under pursuant to the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "Securities Act") or and the Exchange Act (collectively, hereinafter collectively referred to as the "SEC DocumentsPhoneTel Reports"). As , all of their respective dates or, if amended, as which have complied in all material respects with all applicable requirements of the date Securities Act and the Exchange Act. (b) None of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)PhoneTel Reports, including, without limitation, any financial statements or schedules included therein (a) did not contain therein, at the time filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (bc) complied in all material respects with the applicable requirements of the Exchange Act The consolidated balance sheets and the Securities Actrelated consolidated statements of operations, stockholders' equity and changes in financial position (including, without limitation, the related notes thereto) of PhoneTel and the PhoneTel Subsidiaries included in the financial statements contained in PhoneTel's Annual Report on Form 10-K for the year ended December 31, 2000 (the "PhoneTel 10-K") and in PhoneTel's Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 present fairly the consolidated financial position of PhoneTel and the PhoneTel Subsidiaries as the case may beof their respective dates, and the applicable rules results of consolidated operations and regulations of changes in consolidated financial position for the SEC thereunder. None of the Company's subsidiaries is required to file any formsperiods then ended, reports or other documents all in conformity with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (basis, except as may be indicated otherwise noted therein, and subject in the notes thereto) and fairly present the consolidated case of unaudited interim financial position statements to normal year-end audit adjustments and the consolidated results absence of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereoffootnotes.

SEC Reports and Financial Statements. The Company (a) ServiceMaster has filed with the SEC, SEC and has heretofore made available to Parent, LandCare true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 31, 1995 1996 under the Exchange Act and the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "SERVICEMASTER SEC DocumentsDOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company ServiceMaster SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or and schedules included therein (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None . (b) Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the ServiceMaster SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company ServiceMaster and its consolidated subsidiaries Subsidiaries as of at the respective dates and thereof or for the respective periods thereofpresented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments and lack of footnote disclosures).

SEC Reports and Financial Statements. (a) The Company Guarantor has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements reports and other documents required to be filed by it with the Securities and Exchange Commission (the "SEC") since January 130, 1995 under 2002 (collectively, together with all financial statements included or incorporated by reference therein, the "SEC Reports"). All SEC Reports (other than the "Statements Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings" filed with the SEC on August 29, 2002) have been filed electronically via the SEC's XXXXX filing system. The SEC Reports (i) were prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act of 19331934, as amended (the "Securities Exchange Act") or the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amended, as of the date of case may be, and the last such amendment, the Company SEC Documents rules and regulations thereunder and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the CompanyGuarantor's subsidiaries is required to file any formsform, reports report or other documents document with the SEC. The . (b) Each of the consolidated financial statements of the Company included (including, in each case, any notes thereto) contained in the SEC Documents (Reports complies as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been thereto and was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and each fairly present presented in all material respects (subject to, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which are material) the consolidated financial position and the consolidated position, results of operations operations, stockholders' equity and cash flows (and changes in financial position, if any) of the Company Guarantor and its consolidated subsidiaries as of at the respective dates thereof and for the respective periods thereofindicated therein. (c) At the date of the most recent audited financial statements of the Guarantor included in the SEC Reports, neither the Guarantor nor any of its subsidiaries had, and since such date neither the Guarantor nor any of its subsidiaries has incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent, determinable or otherwise) which, individually or in the aggregate, would be required to be disclosed in a balance sheet (or the footnotes thereto) of the Guarantor prepared in accordance with GAAP except liabilities expressly incurred in connection with the transactions contemplated by this Agreement and liabilities that have not had and would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect. Except as set forth in the SEC Reports, since January 30, 2002, there has not been any material change in accounting methods, principles or practices (or any disagreement with the Company's independent public accountants with respect to such methods, principles or practices) employed by the Guarantor (except insofar as such change may be required by a change in GAAP). (d) The Guarantor's registration statement on Form S-4 filed with the SEC on October 3, 2002 (Commission File No. 333-100297) (the "Form S-4") has been declared effective by the SEC and no stop order suspending the effectiveness of the Form S-4 has been issued and no proceeding for that purpose has been initiated or threatened in writing by the SEC or its staff. (e) Since January 1, 2003, the Guarantor has not announced publicly or declared any dividends payable with respect to the Kellwood Common Stock or set any record dates with respect to any such dividends. (f) Neither the Buyer nor any affiliates of the Buyer has provided to the Seller or any affiliates of the Seller any material, non-public information relating to the Buyer and/or any of its affiliates.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parentthe Investors, true true, and complete copies of, all forms, reports, schedules, statements statements, and other documents required to be filed by it since January 1, 1995 the Company under the Securities Exchange Act of 1933, as amended 1934 (the "Securities “Exchange Act") or the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments”), including, without limitationbut not limited to, that certain Form 8-K, dated February 10, 2009, reporting the Company’s 2008 fourth quarter and fiscal year-end financial results (such forms, reports, schedules, statements, and other documents, including any financial statements or schedules included therein herein, are referred to as the “Company SEC Documents”). The Company SEC Documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (complied as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The Company has filed with the SECAll forms, and has heretofore made available to Parent, true and complete copies of, all formsregistration statements, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 the Company under the Exchange Act or the Securities Act of 1933since June 30, as amended 2022 (all such documents, including the "Securities Act") or exhibits thereto, collectively the Exchange Act (collectively, the "“Company SEC Documents"”), have been filed with the Commission on a timely basis. As of their respective dates or, if amended, as of the date of the last such amendment, the The Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”), at the time filed (or in the case of registration statements, solely on the applicable dates of effectiveness) (except to the extent corrected by a subsequent Company SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading, (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required (c) complied as to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, have been (d) with respect to the Company Financial Statements, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (“GAAP”) (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) and with respect to the Company Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of its operations and cash flows for the respective periods thereofthen ended. Deloitte LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Parentthe Company, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since January 1February 27, 1995 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the Parent SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and Parent and/or its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and 0139329.08-01S2a 42 47 changes in financial position, if any) of the Company Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates and thereof or for the respective periods thereofpresented therein.

SEC Reports and Financial Statements. The Each form, report, -------------------------------------------------- schedule, registration statement and definitive proxy statement filed by the Company has filed with the Securities and Exchange Commission ("SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or prior to the Exchange Act date hereof (collectivelyas such documents have been amended prior to the date hereof, the "SEC DocumentsReports"). As , as of their respective dates ordates, complied in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 as amended ("Exchange Act") and the rules and regulations promulgated thereunder applicable to such SEC Reports, and none of the SEC Reports when filed (or if amendedamended or superseded by a filing prior to the date hereof, as of then on the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (afiling) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The audited financial statements and unaudited interim financial statements of the Company included in the SEC Documents Reports ("Financial Statements") as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, their respective dates comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its subsidiaries as of the dates thereof and the consolidated results of operations their operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and changes recurring year-end audit adjustments not material in financial position, if any) amount). None of the Company's subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. The adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000, has not adversely impacted and will not adversely impact, in any material respect, the amount or timing of revenue recognition by the Company and or any of its consolidated subsidiaries as compared to their respective prior revenue recognition practices. Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (i) fully reflected or reserved against in the respective dates and for financial statements included in the respective periods thereofSEC Reports, (ii) incurred since June 30, 2001 in the ordinary course of business or (iii) as set forth in the Schedule of Exceptions.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 1996 and prior to the date hereof, under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or (as such documents have been amended since the Exchange Act (time of their filing, collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. . (b) The financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any such amendmentsthe "Financial Statements") have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (subject, in the case of unaudited interim financial statements, to normal year end adjustments and changes in financial position, if anythe absence of footnote disclosures as permitted by Regulation S-X) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein.

SEC Reports and Financial Statements. The Company (a) Since January 1, 2001, Parent has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the "Parent SEC Reports") required to be filed by it since January 1, 1995 under Parent with the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents")SEC. As of their respective dates ordates, if amended, as of and giving effect to any amendments or supplements thereto filed prior to the date of the last such amendmentthis Agreement, the Company Parent SEC Documents (as amended or supplemented by any Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, and the respective rules and regulations of the SEC promulgated thereunder applicable to such amendments)Parent SEC Reports, including, without limitation, any financial statements or schedules included therein (a) did not contain and none of the Parent SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company's subsidiaries Parent Subsidiaries is required to file any forms, reports or other documents with the SEC. SEC pursuant to Section 13 or 15 of the Exchange Act. (a) The financial consolidated balance sheets and the related consolidated statements of operations, consolidated statements of stockholders' equity and comprehensive income (loss) and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the Company included "Parent Financial Statements") of Parent contained in the Parent SEC Documents (as amended or supplemented by any such amendments) Reports have been prepared from, and are in accordance with, from the books and records of Parent and the Company and its consolidated subsidiariesParent Subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretootherwise noted therein) and present fairly present the consolidated financial position and the consolidated results of operations and cash flows of Parent and the Parent Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and changes recurring year-end adjustments in financial positionthe ordinary course of business). Except as reflected in the Parent Financial Statements, if anyneither Parent nor any of the Parent Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than any liabilities incurred since December 31, 2003 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Parent Material Adverse Effect. (b) Parent has not received written notice from the SEC or any other governmental entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or other governmental entity. Since January 1, 2001, Parent's independent public accounting firm has not informed Parent that it has any material questions, challenges or disagreements regarding or pertaining to Parent's accounting policies or practices. Since January 1, 2001, to the knowledge of Parent, no officer or director of Parent has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with Parent or any Parent Subsidiary. Set forth in Section 4.4(d) of the Company Parent Disclosure Letter is a list of all off-balance sheet special purpose entities and financing arrangements of the Parent and the Parent Subsidiaries. (c) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Parent SEC Reports filed since August 29, 2002, the chief executive officer and chief financial officer of Parent have made all certifications required by the Sarbanes-Oxley Act and any related rules and regulations promulgated bx xxx XXX xxx the NYSE, and the statements contained in any such certifications are complete and correct. (d) Parent has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent required to be disclosed in Parent's Exchange Act Reports, including its consolidated Parent Subsidiaries, is made known to Parent's principal executive officer and its consolidated subsidiaries as principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of Parent, such disclosure controls and procedures are effective in timely alerting Parent's principal executive officer and its principal financial officer to material information required to be included in Parent's periodic reports required under the Exchange Act. (e) Parent is, or will timely be, in compliance in all material respects with all current and proposed listing and corporate governance requirements of the respective dates NYSE, and for is in compliance in all material respects, and will continue to remain in compliance from the respective periods thereofdate hereof until immediately after the Effective Time, with all rules, regulations and requirements of the Sarbanes-Oxley Act and the SEC.

SEC Reports and Financial Statements. The (a) Each form, report, schedule, registration statement and definitive proxy statement filed by the Company has filed with the Securities and Exchange Commission ("SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or prior to the Exchange Act date hereof (collectivelyas such documents have been amended prior to --- the date hereof, the "SEC DocumentsReports"). As , as of their respective dates ordates, complied in ----------- all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 as amended ("Exchange Act") and the rules ------------ and regulations promulgated thereunder applicable to such SEC Reports, and none of the SEC Reports when filed (or if amendedamended or superseded by a filing prior to the date hereof, as of then on the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (afiling) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SECmisleading. The financial statements of the Company included in the SEC Documents (Reports as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, their respective dates comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted ---- by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations, stockholders' equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments not material in amount). None of the Company's Subsidiaries has filed, or is obligated to file, any forms, reports, schedules, statements or other documents with the SEC. The adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000, has not adversely impacted and will not adversely impact, in any material respect, the amount or timing of revenue recognition by the Company or any of its Subsidiaries as compared to their respective periods thereofprior revenue recognition practices. Neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than liabilities and obligations (i) fully reflected or reserved against in the financial statements included in the SEC Reports, (ii) incurred since April 30, 2000 in the ordinary course of business, (iii) as set forth in Section 2.15 of the Schedule of Exceptions or (iv) liabilities that are individually less than $50,000.

SEC Reports and Financial Statements. (a) The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements registration statements, and other documents required to be filed by it with the SEC since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents Company's (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bA) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (B) were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Forms 10-Q and 8-K of the SEC) and (C) fairly present in all material respects (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries taken as a whole) the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods thereofthen ended. Each Subsidiary of the Company is treated as a consolidated subsidiary of the Company in the Company Financial Statements for all periods covered thereby. (b) The Company has delivered to Parent (and Section 5.05 of the Company Disclosure Letter includes) true, correct and complete copies of the unaudited pro forma consolidated balance sheets of the Company as of December 31, 1995 and December 31, 1996 and the related unaudited pro forma statements of operations, stockholder's equity and cash flows for each of the years then ended, giving effect to the Gannett Exchange Transactions (the "Pro Forma Financial Statements"). The Pro Forma Financial Statements comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except as permitted by Form 8-K of the SEC) and fairly present in all material respects the pro forma consolidated financial position of the Company and its consolidated subsidiaries as at the dates thereof and the pro forma consolidated results of their operations and cash flows for the periods then ended.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SECSEC all registration statements, and has heretofore made available to Parent, true and complete copies of, all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed by it the Company since January 1, 1995 under the Securities Act of 1933, as amended 2014 (the "Securities Act") or the Exchange Act (collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Company SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, including, without limitation, any financial statements or schedules included therein Securities Act and the Exchange Act (ato the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents (the “Company Financial Statements”), (i) complied, as of their respective dates of filing with the SEC, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly present presented in all material respects and in accordance with GAAP the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and changes recurring year-end and quarter-end adjustments). (c) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in financial positionaccordance with GAAP. (d) The Company has timely responded to all comment letters from the Staff of the SEC relating to the Company SEC Documents, if any) and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the Company and its consolidated subsidiaries as SEC Documents filed on or prior to the date hereof is, to the Knowledge of the respective dates Company, subject to ongoing SEC review or investigation. (e) The Company is in compliance in all material respects with the applicable listing and for the respective periods thereofcorporate governance rules and regulations of NASDAQ.

SEC Reports and Financial Statements. The (a) Since January 1, 2015, the Company has filed with or furnished to the SEC, and has heretofore made available to Parent, true and complete copies of, SEC on a timely basis all forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents required to be filed or furnished by it since January 1the Company with or to the SEC. All such registration statements, 1995 under the Securities Act of 1933forms, reports, schedules, certifications, registration statements, definitive proxy statements and other documents, as they have been supplemented, modified or amended (since the "Securities Act") or date of filing, are referred to herein as the Exchange Act (collectively, the "“Company SEC Documents"). Reports.” As of their respective dates ordates, if amendedand giving effect to any supplements, as of the date of the last such amendmentmodifications or amendments thereto, (i) the Company SEC Documents Reports complied, or if filed or furnished after the date hereof, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act; and (as amended ii) none of such Company SEC Reports contained, or supplemented by any such amendments)if filed or furnished after the date hereof, includingwill contain, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading. (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may beThe consolidated balance sheets, and the applicable rules related consolidated statements of operations, stockholders’ equity, and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file cash flows (including, in each case, any forms, reports or other documents with the SEC. The financial statements related notes and schedules thereto) of the Company included contained in the Company SEC Documents Reports (as amended or supplemented by any such amendments) have been prepared from, and are in accordance withcollectively, the books and records of “Company Financial Statements”) complied, or if filed or furnished after the Company and its consolidated subsidiariesdate hereof, comply will comply, as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("“GAAP"”) (except as may be indicated in the notes to such financial statements or, in the case of unaudited interim financial statements, as permitted by the SEC on Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretootherwise noted therein) and present fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of the Company as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and changes recurring year-end adjustments that will not be material in amount or effect). Except as disclosed or reflected in the Company Financial Statements as of and for the period ended December 31, 2015 or otherwise disclosed in the Company SEC Reports filed after that date and prior to the date of this Agreement, the Company does not have any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature, whether or not required to be recorded or reflected on a balance sheet in accordance with GAAP, other than (i) liabilities or obligations incurred in the Ordinary Course of Business since December 31, 2015; (ii) liabilities or obligations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; or (iii) liabilities or obligations incurred in connection with the Transactions. (c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract or arrangement relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the intended result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company in the Company SEC Reports. (d) The Company is in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”). Each required form, report and document containing financial positionstatements that has been filed with or submitted to the SEC was accompanied by (or if filed after the date hereof, will be accompanied by) the certifications, if any, required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification complied (or if filed after the date hereof, will comply) in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder. (e) The Company maintains a system of disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 promulgated under the Exchange Act) that provide reasonable assurance that information required to be disclosed by the Company in its filings with the SEC and other public disclosure documents is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company and its Subsidiaries have established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the 1934 Act). Such system of internal controls over financial reporting is sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP. (f) There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations pending or, to the Knowledge of the Company, threatened, in each case regarding any accounting practices of the Company (excluding routine audits and reviews in connection with the preparation of financial statements and not relating to any alleged errors or improprieties). (g) The Company has provided Parent with its consolidated subsidiaries unaudited interim financial statements as of and for each of the one-month periods ended July 31, 2016, August 31, 2016 and September 30, 2016 (the “Management Accounts”). The Management Accounts (i) were, in all material respects, prepared in accordance with the accounting principles, practices, methodologies and policies customarily used by the Company in connection with its preparation of internal monthly financial statements for use by the Company’s management, (ii) were prepared from the Company’s financial and accounting records and (iii) present fairly in all material respects the financial position and the results of operations of the Company as of the respective dates and or for the respective periods thereofpresented therein, provided that the Management Accounts were prepared for internal use by Company management, have not been audited or reviewed, and do not reflect any quarter-end or year-end adjustments.

SEC Reports and Financial Statements. The (a) Since July 1, 2003, the Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed by it since January 1the Company with the SEC. As of their respective dates, 1995 under and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "“Securities Act") or ”), and the Exchange Act (collectivelyAct, and the "SEC Documents"). As of their respective dates or, if amended, as rules and regulations of the date of the last such amendment, SEC promulgated thereunder applicable to the Company SEC Documents (as amended or supplemented by any such amendments)Reports, including, without limitation, any financial statements or schedules included therein (a) did not contain and none of the Company SEC Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects misleading. No event has occurred with respect to the applicable requirements Company or any of the Exchange Act and Company Subsidiaries that requires, or after the Securities Actpassage of time would require, as the case may be, and the applicable rules and regulations filing of the SEC thereundera current report or Form 8-K for which such Form 8-K has not otherwise been filed. None of the Company's subsidiaries Company Subsidiaries is required to file any forms, reports or other documents with the SEC. SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The financial consolidated balance sheets and the related consolidated statements of income, consolidated statements of comprehensive income (loss) and stockholders’ equity and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the “Company Financial Statements”) of the Company included contained in the Company SEC Documents (as amended or supplemented by any such amendments) Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated subsidiariesthe Company Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretootherwise noted therein) and present fairly present the consolidated financial position and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and changes recurring year-end adjustments in financial positionthe ordinary course of business which are not material). Except as reflected in the Company Financial Statements, if anyneither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than any liabilities incurred since June 30, 2007 in the ordinary course of business consistent with past practice which, individually or in the aggregate, have not had and would not reasonably be expected to have or result in a Company Material Adverse Effect. (c) The Company has not received notice from the SEC or any other Governmental Authority that any of its accounting policies or practices are currently or may be the subject of any review, inquiry, investigation or challenge by the SEC or other Governmental Authority. Since July 1, 2003, the Company’s independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company’s accounting policies or practices. Since July 1, 2003, to the Knowledge of the Company, no officer or director of the Company has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with Company or any of the Company Subsidiaries. Set forth in Section 2.5(c) of the Company Disclosure Letter is a list of all off-balance sheet special purpose entities and its consolidated subsidiaries financing arrangements of the Company and the Company Subsidiaries. (d) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports, the chief executive officer and chief financial officer of the Company have made all certifications (without qualifications or exceptions to the matters certified) required by, and would be able to make such certifications (without qualifications or exceptions to the matters certified) as of the respective date hereof and as of the Closing Date as if required to be made as of such dates pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (“Xxxxxxxx-Xxxxx Act”) and for any related rules and regulations promulgated by the respective SEC and the American Stock Exchange, and the statements contained in any such certifications are complete and correct. Neither the Company nor its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certificates. (e) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Company required to be disclosed in the Company SEC Reports, including its consolidated Company Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods thereofin which the periodic reports required under the Exchange Act are being prepared; and, to the Knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to material information required to be included in Company’s periodic reports required under the Exchange Act. (f) The Company is in compliance in all material respects with all current and proposed listing and corporate governance requirements of the American Stock Exchange, and is in compliance in all material respects, and will continue to remain in compliance from the date hereof until immediately after the Effective Time, with all applicable rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act and the SEC.

SEC Reports and Financial Statements. The Company (a) Parent has timely filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedulesschedules and statements, statements and other documents including any exhibits thereto, required to be filed by it with the SEC under the Securities Act or Exchange Act, respectively, since January 1, 1995 under the Securities Act of 19332018, as amended (the "Securities Act") together with any amendments, restatements, or the Exchange Act supplements thereto (collectively, the "“Parent SEC Documents"”). A true and complete copy of each Parent SEC Document is available on the website maintained by the SEC at xxxx://xxx.xxx.xxx, other than portions in respect of which confidential treatment was granted by the SEC. As of their respective dates or, if amended, as of the date of the last such amendmentfiling dates, the Company Parent SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the Securities Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required promulgated thereunder applicable to file any forms, reports or other documents with the SEC. such Parent SEC Documents. (b) The financial statements of the Company Parent included in the Parent SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as permitted under Form 10-Q under the Exchange Act) and Regulation S-X and Regulation S-K, as applicable, and fairly present presented in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of Parent’s operations and cash flows for the periods indicated (subject to, in the case of unaudited statements, normal and recurring year-end audit adjustments). (c) To the knowledge of Parent, no employee of Parent is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirement, which, if determined or resolved adversely in accordance with the such employee’s assertions, would, individually or in the aggregate, reasonably be expected to be material to the business of Parent and Merger Subs, taken as a whole, or may prevent, enjoin or materially delay the consummation by Parent or Merger Subs of the transactions contemplated by, or the performance by Parent or Merger Sub of their respective periods thereofobligations under, this Agreement and the Related Agreements.

SEC Reports and Financial Statements. The Company (a) Parent has timely filed with (i) the SEC, SEC and has heretofore made available to Parent, true (ii) the AMF all forms and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 2003 under the Securities Act of 1933Exchange Act, including its Annual Reports on Form 20-F for the years ended December 31, 2003, December 31, 2004 (as amended by Amendment No. 2 filed with the SEC on October 31, 2005 (the "Securities Act"“Amendment No. 2”) or the Exchange Act and December 31, 2005, respectively (collectively, the "“Parent SEC Documents"”), or pursuant to French Law. As of their respective dates or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendmentamendment with respect to those disclosures that are amended, the Company Parent SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (aA) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bB) complied in all material respects with the applicable requirements of the Exchange Act and Act, the Securities Act, the Sxxxxxxx-Xxxxx Act and other applicable Laws as the case may be, and the applicable rules and regulations of the SEC and other foreign regulatory authorities thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. . (b) (i) The audited consolidated financial statements of the Company Parent (including any related notes and schedules) included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared fromits annual reports on Form 20-F for Parent’s fiscal years ended December 31, 2003 and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply 2004 fairly present in all material respects respects, in conformity with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") in France applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present ), the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows changes in financial position for the periods then ended, and such audited consolidated financial statements (in Amendment No. 2 with respect to the fiscal year ended December 31, 2004) are reconciled to US GAAP as required by and in accordance with the requirements of the Exchange Act and (ii) the audited consolidated financial statements of Parent (including any related notes and schedules) included in its annual reports on Form 20-F for Parent’s fiscal year ended December 31, 2005 fairly present in all material respects, in conformity with International Financial Reporting Standards (“IFRS”) applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Parent and its consolidated Subsidiaries as of the date thereof and their consolidated results of operations and changes in financial positionposition for the period then ended, if any) and such audited consolidated financial statements are reconciled to US GAAP as required by and in accordance with the requirements of the Company and its Exchange Act. For purposes of this Agreement, the “Parent Balance Sheet” means the consolidated subsidiaries balance sheet of Parent as of the respective dates December 31, 2005 set forth in Parent’s annual report on Form 20-F for Parent’s fiscal year ended December 31, 2005, and for the respective periods thereof“Parent Balance Sheet Date” means December 31, 2005.”

SEC Reports and Financial Statements. The Company MBIA has properly and timely filed with the SEC, SEC and has heretofore made -made available to Parent1838, 1838, L.P. and the 1838 Stockholders true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it and its subsidiaries since January 1, 1995 under the Securities Act of 19331997 (hereinafter referred to collectively, with all amendments, exhibits and schedules thereto, as amended (the "Securities Act") or the Exchange Act (collectively, the "MBIA SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company MBIA SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (including any related notes and schedules) included in the MBIA SEC Documents (complies as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved GAAP (except as may be indicated in the notes theretothereto and except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company MBIA and its consolidated subsidiaries as at the dated thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). All material agreements, contracts and other documents required to be filed as exhibits to any of the respective dates and for the respective periods thereofMBIA SEC Documents have been so filed.

SEC Reports and Financial Statements. The Company Medscape has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent, MedicaLogic true and complete copies of, all forms, reports, schedules, statements statements, and other documents required to be filed by it since January 1September 26, 1995 1999 under the Securities Exchange Act of 1933, as amended 1934 (the "Securities Exchange Act") or the Exchange Securities Act (collectivelyeach of such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as a "Medscape SEC DocumentsDocument"). As of their respective dates orEach Medscape SEC Document, if amendedat the time filed, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Medscape SEC Documents (the "Medscape Financial Statements") comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) in all material respects the consolidated financial position of Medscape and its consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended.

SEC Reports and Financial Statements. (a) The Company ------------------------------------ has filed with the SEC, SEC and has heretofore made available to Parent, Parent true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its subsidiaries since January 1, 1995 1996 under the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act") or ), and ------------ the Exchange Securities Act (as such documents have been amended since the time of their filing, together with all exhibits and schedules thereto collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of ---------------------- the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company (including any related notes and schedules) included in the Company SEC Documents (complies as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved (except as may be indicated in the notes theretothereto and except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly present presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). All material agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. (b) The Annual Statement and Quarterly Statements of Capital Markets Assurance Corporation, a New York domiciled stock insurance company and a wholly owned subsidiary of the Company (the "Company Insurer"), as filed with the New York Superintendent of --------------- Insurance (the "New York Superintendent") for the year ended December 31, 1996 ----------------------- (the "Company Annual Statutory Statement") and the quarters ended March 31, 1997 ---------------------------------- and June 30, 1997 (the "Company Quarterly Statutory Statements"), respectively, -------------------------------------- together with all exhibits and schedules thereto (the Company Annual Statutory Statement and Company Quarterly Statutory Statements, together with all exhibits and schedules thereto, are referred to as the "Company Statutory Financial --------------------------- Statements"), have been prepared in all material respects in accordance with the ---------- accounting practices prescribed or permitted by the National Association of Insurance Commissioners (the "NAIC") and the New York Insurance Department for ---- purposes of financial reporting to the state's insurance regulators ("New York -------- Statutory Accounting Principles"), and such accounting practices have been ------------------------------- applied on a basis consistent with New York Statutory Accounting Principles throughout the periods involved, except as expressly set forth in the notes, exhibits or schedules thereto, and the Company Statutory Financial Statements present fairly in all material respects the financial position and the results of operations for the Company Insurer as of the dates and for the respective periods thereoftherein in accordance with New York Statutory Accounting Principles. The Company has heretofore made available to Parent true and complete copies of the Company Statutory Financial Statements.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore delivered or made available to Parent, the Company a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement, statements definitive proxy statement and other documents required to be document (together with all amendments thereof and supplements thereto) filed by it Parent with the SEC and each biannual report distributed by Parent to its shareholders since January 1December 31, 1995 under 1997 (as such documents have since the Securities Act time of 1933, as their filing been amended (the "Securities Act") or the Exchange Act (collectivelysupplemented, the "SEC DocumentsReports"), which are all the documents (other than preliminary materials) that Parent was required to file with the SEC since such date. As of their respective dates ordates, if amendedthe SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the SEC Reports (the "Parent Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with UK GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its consolidated Subsidiaries)) the consolidated financial position of Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. The related notes reconciling to United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the such consolidated financial position and statements comply in all material respects with the consolidated results of operations and cash flows (and changes in financial position, if any) requirements of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofSEC applicable to such reconciliation.

SEC Reports and Financial Statements. The Company (1) Since September 30, 1997, Pilgrim has filed with the SECall reports, registration statements, and has heretofore made available to Parentother filings, true and complete copies of, all forms, reports, schedules, statements and other documents together with any amendments required to be filed by made with respect thereto, that it since January 1has been required to file with any relevant Governmental Authority under federal and state securities laws, 1995 under including the Securities Act of 1933, as amended (the "Securities Act") or ), the Securities Exchange Act of 1934, as amended (collectively, the "SEC DocumentsExchange Act"), and the Advisers Act. All reports, registration statements, and other filings (including all exhibits, notes, and schedules thereto and all documents incorporated by reference therein) filed by Pilgrim with the SEC on or after October 1, 1997, together with any amendments thereto, are collectively referred to as the "Pilgrim SEC Reports." Pilgrim has previously delivered or made available to ReliaStar one set of true and complete copies of all of the Pilgrim SEC Reports that have been filed with the SEC before the date of this Agreement. As of (A) with respect to all of the Pilgrim SEC Reports other than registration statements filed under the Securities Act, the respective dates of their filing with the SEC, and (B) with respect to all registration statements filed under the Securities Act, their respective dates oreffective dates, if amended, as the Pilgrim SEC Reports complied in all material respects with the rules and regulations of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade therein not misleading. (2) The consolidated financial statements (including any related notes or schedules) included in Pilgrim's most recent Annual Report on Form 10-K, as filed with the SEC, were prepared in light of accordance with generally accepted accounting principles, consistently applied ("GAAP"), except as may be noted therein or in the circumstances under which they were madenotes or schedules thereto, not misleading and (b) complied fairly present in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Pilgrim and its subsidiaries as of September 30, 1997 and 1998 and the consolidated results of their operations and cash flows (and changes in financial position, if any) for each of the Company and its consolidated subsidiaries as of three years in the respective dates and for the respective periods thereofthree-year period ended September 30, 1998.

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Parentthe Company, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since January 1February 27, 1995 1993 under the Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "Parent SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company Parent SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitationlimi- tation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the Parent SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and Parent and/or its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company Parent and its consolidated subsidiaries Subsidiaries as of at the respective dates and thereof or for the respective periods thereofpresented therein.

SEC Reports and Financial Statements. The Company (a) Since March 1, 1997, Buyer has filed all material forms, reports and documents with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents SEC required to be filed by it since January 1, 1995 under pursuant to the Securities Act, the Exchange Act of 1933, as amended and the rules and regulations promulgated thereunder (the "Buyer SEC Reports"), and all of such filings complied in all material respects with all applicable requirements of the Securities Act") or , the Exchange Act (collectively, and the "SEC Documents")rules and regulations promulgated thereunder. As of their respective dates or, if amended, as None of the date of Buyer SEC Reports, at the last such amendmenttime filed, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the consolidated balance sheets included in the Buyer SEC Reports (including any related notes thereto) fairly presents, in all material respects with the applicable requirements of the Exchange Act and the Securities Actrespects, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Buyer and its consolidated subsidiaries as of its date, and the related consolidated statements of income and cash flows included in the Buyer SEC Reports (including any related notes) fairly present, in all material respects, the consolidated results of operations and cash flows (and changes in consolidated financial position, if any) position of the Company Buyer and its consolidated subsidiaries for the periods presented therein, all in conformity with GAAP, except as otherwise noted therein and subject, in the case of quarterly financial statements, (i) to normal year-end audit adjustments, and (ii) to the fact that Forms 10-Q do not contain all of the respective dates and for the respective periods thereoffootnotes required by GAAP.

SEC Reports and Financial Statements. The Company (a) Parent has timely filed with with, or furnished to, as applicable, the SEC, SEC and has heretofore made available to Parent, true and complete copies ofthe Canadian securities administrators, all formsregistration statements, prospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed by it Parent since January April 1, 1995 under the Securities Act of 1933, as amended 2014 (the "Securities Act") or the Exchange Act (collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Parent SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company Parent SEC Documents (as amended or supplemented by any such amendments)i) were prepared in accordance and complied in all material respects with the requirements of the Sarbanes Act, including, without limitation, any financial statements or schedules included therein Securities Act and the Exchange Act (ato the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Documents (i) complied, as of their respective dates of filing with the SEC, as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented in all material respects and fairly present in accordance with GAAP the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof and the consolidated results of Parent’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and changes in financial position, if anyrecurring year-end and quarter-end adjustments). (c) Except as set forth on Section 4.5 of the Company Parent Disclosure Letter, Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance regarding the reliability of financial reporting and its consolidated subsidiaries as the preparation of financial statements in accordance with GAAP. (d) Parent has timely responded to all comment letters from the Staff of the respective dates SEC relating to the Parent SEC Documents and for the respective periods thereofSEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. Except as set forth on Section 4.5 of the Parent Disclosure Letter, none of the Parent SEC Documents filed on or prior to the date hereof is, to the Knowledge of Parent, subject to ongoing SEC review or investigation. (e) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

SEC Reports and Financial Statements. (a) The Company has timely filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, statements forms and other documents (including exhibits and other information incorporated therein) required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended 2001 (the "Securities Act") or the Exchange Act (collectivelysuch documents, the "Company SEC Documents"), including (i) its Annual Reports on Form 10-K for the years ended December 31, 2001, December 31, 2002 and December 31, 2003, respectively, (ii) its Quarterly Reports on Form 10-Q for the periods ended March 31, June 30 and September 30, 2004, (iii) all proxy statements relating to meetings of stockholders of the Company since January 1, 2001 (in the form mailed to stockholders), and (iv) all other forms, reports and registration statements required to be filed by the Company with the SEC since January 1, 2001. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ax) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (by) complied in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"), the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") and the Sarbanes-Oxley Act of 2002, and the rules and regulations promulgxxxx xxxxxxxxxr ("SOX"), as the case may be. (b) The December 31, 2003 consolidated balance sheet of the Company and the related consolidated statements of income, changes in stockholders' equity and cash flows (including, in each case, the related notes, where applicable), as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 filed with the SEC under the Exchange Act, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records unaudited consolidated balance sheets of the Company and its Subsidiaries (including the related notes, where applicable) as of September 30, 2004 and the related (i) unaudited consolidated subsidiariesstatements of income for the three and nine-month periods then ended and (ii) unaudited consolidated statements of cash flows and changes in stockholders' equity for the nine-month periods then ended (in each case including the related notes, comply where applicable), as reported in the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2004 filed with the SEC under the Exchange Act, fairly present, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will fairly present (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount), in all material respects respects, the consolidated financial position and the results of the consolidated operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries as of the respective dates or for the respective fiscal periods therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, have been where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto) thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) records of the Company and its consolidated subsidiaries Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP is an independent public accounting firm with respect to the Company and has not resigned or been dismissed as independent public accountants of the respective dates and for the respective periods thereofCompany.

SEC Reports and Financial Statements. The (a) Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and schedules and made all other documents filings (the “SEC Reports”) with the United States Securities and Exchange Commission (the “SEC”) required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder since January 1February 28, 1995 under 2005. The SEC Reports, as well as all forms, reports, statements, schedules and other documents to be filed by Company with the SEC after the date hereof and prior to the Effective Time (the “Future SEC Reports”) (i) were prepared in all material respects in accordance with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act") or the Exchange Act and the published rules and regulations of the SEC thereunder, as applicable to such SEC Reports and such later filed Future SEC Reports and (collectively, the "SEC Documents"). As of their respective dates or, if amended, ii) did not and will not as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not time they were filed contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were and will be made, not misleading and (b) complied in all material respects with misleading. No AVP Subsidiary is subject to the applicable periodic reporting requirements of the Exchange Act Act. (b) Set forth in Section 3.07(b) of the Company Disclosure Schedule are copies of Company’s audited, consolidated balance sheet as of December 31, 2006 and statements of income and cash flows for the twelve (12) month period ended December 31, 2006 (collectively, the “Financial Statements”). Each of the Financial Statements and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the SEC Documents (as amended Reports or supplemented by any such amendments) have been prepared fromFuture SEC Report has been, and are in accordance withthe case of any Future SEC Report will be, the books and records of the Company and its consolidated subsidiaries, comply prepared in all material respects with applicable accounting requirements and in accordance with the published rules and regulations of the SEC with respect thereto, have been prepared (including Regulation S-X) and in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during throughout the periods involved indicated (“GAAP”) (except as otherwise stated in such financial statements, including the related notes, or, in the case of unaudited interim financial statements, as may be indicated permitted by the SEC under Forms 10-QSB, 8-K or any successor forms under the Exchange Act), except as otherwise specifically set forth in Section 3.07(b) of the notes thereto) Company Disclosure Schedule, and each fairly present presents the consolidated financial position and the consolidated position, results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and for the respective periods thereofindicated therein, except as otherwise set forth in the notes thereto (subject, in the case of unaudited statements, to the absence of complete footnote disclosure and to normal and recurring quarterly and year-end adjustments, none of which, individually or in the aggregate is, or is reasonably expected to be, material). Except as set forth in Section 3.07(b) of the Company Disclosure Schedule, neither Company nor any AVP Subsidiary have any outstanding Indebtedness (as defined in the following sentence). For purposes of this Agreement, “Indebtedness” shall mean, with respect to any Person at a particular time and, in each case, except between or among Company and any AVP Subsidiary, (i) any obligation for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (ii) any obligation evidenced by any note, bond, debenture or other debt security, (iii) any obligation for the deferred purchase price of property or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current Liabilities (incurred in the ordinary course of business consistent with past practice), (iv) any commitment by which such Person assures a creditor against loss (including, without limitation, contingent reimbursement obligations with respect to letters of credit), (v) any obligation guaranteed in any manner by such Person (including, without limitation, guarantees in the form of an agreement to repurchase or reimburse), (vi) any obligations under capitalized or synthetic leases with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations such Person assures a creditor against loss, (vii) any obligation secured by a Lien (other than a Permitted Lien) on such Person’s assets, (viii) any Liability under any deferred compensation plans, which Liability is payable or becomes due as a result of the transactions contemplated herein, and (ix) any fees, penalties, premiums or accrued and unpaid interest with respect to the foregoing (in the case of prepayments or otherwise) that would become due or payable as a result of the consummation of the Transactions. There are no obligations under any letters of credit in effect as of the date hereof in excess of the amounts set forth in Section 3.07(b) of the Company Disclosure Schedule and any such obligations subsequent to the date hereof were entered into in the ordinary course of business in compliance with Article 5.

SEC Reports and Financial Statements. (a) The Company has timely filed with with, or furnished to, as applicable, the SECSEC all registration statements, and has heretofore made available to Parent, true and complete copies of, all formsprospectuses, reports, forms, statements, schedules, statements certifications and other documents required to be filed by it the Company since January 1July 21, 1995 under the Securities Act of 1933, as amended 2016 (the "Securities Act") or the Exchange Act (collectivelytogether with all exhibits and schedules thereto and all information incorporated therein by reference, the "“Company SEC Documents"”). As of their respective dates ordates, or if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act and the Exchange Act (ato the extent then applicable) and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and misleading. (b) complied Each of the consolidated financial statements (including, in each case, any related notes thereto) of the Company contained or incorporated by reference in the Company SEC Documents (the “Company Financial Statements”) (i) complied, as of its respective date of filing with the SEC, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been (ii) was prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretothereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act) and (iii) fairly present presented in all material respects and in accordance with GAAP the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows for the periods indicated (except that the unaudited interim financial statements were or will be subject to normal and changes recurring year-end and quarter-end adjustments that are not in the aggregate material). (c) The Company’s system of internal controls over financial position, if anyreporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is reasonably sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (d) Except as set forth on Section 3.6(d) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries (including any employee thereof) nor the Company’s independent auditors has identified or been made aware of any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company and its consolidated subsidiaries as Subsidiaries. There has been no occurrence of any fraud, whether or not material, that involves the Company’s management or, to the Knowledge of the respective dates Company, other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company and its Subsidiaries. (e) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that (i) all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the respective time periods thereofspecified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. (f) None of the Company SEC Documents filed on or prior to the date hereof is, to the Knowledge of the Company, subject to ongoing SEC review. None of the Company’s Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC. (g) The Company is in compliance in all respects with the applicable listing and corporate governance rules and regulations of NASDAQ except for such non-compliance as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company is, and each of its officers are, and since July 21, 2016 have been, in compliance in all material respects with all rules, regulations and requirements of the Xxxxxxxx-Xxxxx Act.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "Company SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date hereof, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Company Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles GAAP ("GAAP"except, in the case of unaudited consolidated quarterly financial statements, as permitted by the instructions to Form 10Q promulgated pursuant to the Exchange Act) applied on a consistent basis during the periods period involved (except as may be indicated stated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein. No financial statements of any other Person are required by GAAP to be included in the financial statements of the Company and its Subsidiaries.

SEC Reports and Financial Statements. (a) The Company has filed with the United States Securities and Exchange Commission (the "SEC, and has heretofore made available to Parent, true and complete copies of, ") all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by it the Company with the SEC since January 1March 31, 1995 under 2006 (as they have been amended since the Securities Act time of 1933their filing and including any current report on Form 8-K that has been filed with or furnished to the SEC and any documents filed, furnished or incorporated by reference as amended (the "Securities Act") or the Exchange Act (exhibits to any such filing, collectively, the "SEC DocumentsREPORTS"). As of their respective dates ordates, if amendedexcept as and to the extent modified or superseded in any subsequent SEC Report that is filed prior to the Effective Time, as of the date of the last such amendment, the Company each SEC Documents (as amended or supplemented by any such amendments)Report, including, without limitation, any financial statements or schedules included therein (a) did not contain or incorporated by reference therein, in the case of SEC Reports filed on or prior to the date of this Agreement, complied, and in the case of SEC Reports filed after the date of this Agreement and prior to the Effective Time, will have complied, in all material respects with the requirements of the Exchange Act or the Securities Act, and the rules and regulations of the SEC promulgated thereunder, that were or are applicable to such SEC Report, and none of the SEC Reports contained, or will contain, when filed any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements misleading. Since March 31, 2006, no Subsidiary of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Company is or has been required to file any formsform, reports report or other documents document with the SEC. . (b) The financial consolidated balance sheets as of December 31, 2006 and 2005, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three fiscal years in the period ended December 31, 2006 (including the related notes and schedules thereto) of the Company contained in the Company's annual report on Form 10-K for the fiscal year ended December 31, 2006 included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared fromReports present fairly, and are in accordance withall material respects, the books consolidated financial position and records the consolidated results of operations and cash flows of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations Subsidiaries as of the SEC with respect thereto, have been prepared dates or for the periods presented therein in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated otherwise noted therein. (c) Except as reflected, reserved against or otherwise disclosed in the financial statements dated as of December 31, 2006 (including the related notes and schedules thereto) of the Company included in the SEC Reports filed and fairly publicly available prior to the date of this Agreement, or disclosed in the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liabilities or obligations (absolute, accrued, fixed, contingent or otherwise) required to be set forth in a consolidated balance sheet of the Company and its Subsidiaries under GAAP, other than (i) liabilities incurred in the ordinary course of business, (ii) liabilities or obligations that the Company is expressly permitted to incur pursuant to Section 5.01 or that are incurred pursuant to, and in accordance with the terms of, Contracts listed in Section 3.21(b) of the Company Disclosure Schedule (as in effect on the date hereof, without amendment or modification), (iii) liabilities for fees and expenses actually incurred by the Company in connection with the transactions contemplated by this Agreement or (iv) which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) The unaudited consolidated balance sheet as of March 31, 2007 and the related unaudited consolidated statement of income, shareholders' equity and cash flows of the Company for the fiscal quarter ended March 31, 2007 (including the related notes and schedules thereto) of the Company contained in the Company's quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2007 present fairly, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates and date or for the respective periods thereofperiod presented therein in accordance with GAAP applied on a consistent basis during the period involved, except as otherwise noted therein, subject to the absence of footnotes and to year-end audit adjustments, none of which adjustments would be material. (e) The Company has heretofore furnished to Parent an accurate and complete copy of all material agreements, documents or other instruments required to be, but which have not yet been, filed with the SEC and any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

SEC Reports and Financial Statements. The Except as disclosed on Schedule 2.1.5, the Company has filed with the Securities and Exchange Commission (the “SEC, and has heretofore made available to Parent, true and complete copies of, ”) all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 31, 1995 2001 under the Securities Exchange Act of 1933, as amended 1934 (the "“Exchange Act”), the Securities Act") Act or the Exchange Xxxxxxxx-Xxxxx Act of 2002 (collectivelythe “SOXA”) (each of such forms, reports, schedules, statements, and other documents, to the "SEC Documents"). As of their respective dates or, if amended, as of extent filed and publicly available before the date of the last such amendmentthis Agreement, the other than preliminary filings, is referred to as an “Company SEC Documents (as amended or supplemented by any such amendmentsDocument”). Each Company SEC Document, includingat the time filed, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActSOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (the “Financial Statements”) comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the respective dates and for the respective periods thereofunaudited statements, to normal, recurring audit adjustments).

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, statements and other documents required to be filed by it since January April 1, 1995 1997 under the Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "Company SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Reports, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company (including the related notes thereto) included in the Company SEC Documents (as amended or supplemented by any such amendments) Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared Subsidiaries in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of at the respective dates thereof and for the respective periods thereofpresented therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which were not and are not expected, individually or in the aggregate, to be material in amount and the absence of certain footnote disclosures).

SEC Reports and Financial Statements. The Company Parent has filed with the SEC, and has heretofore made available to Parent, the Company true and complete copies of, all forms, reports, schedules, statements and other documents (other than preliminary materials) required to be filed by it since under the Exchange Act from and after January 1, 1995 under the Securities Act of 19332005 (such forms, as amended (the "Securities Act") or the Exchange Act (collectivelyreports, the "SEC Documents"). As of their respective dates orschedules, if amendedstatements and other documents, as of the date of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, including any financial statements or schedules included therein therein, are referred to as the "Parent SEC Documents"). The Parent SEC Documents, at the time filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of thereunder (and to the Company's subsidiaries is required to file any formsextent applicable, reports or other documents with the SECPCAOB). The financial statements of the Company Parent included in the Parent SEC Documents (the "Parent Financial Statements"), heretofore delivered to the Company, as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and the PCAOB with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) the consolidated financial position of the Parent and its consolidated Parent Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) for the periods then ended. None of the Company and its consolidated subsidiaries as of Parent Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the respective dates and for the respective periods thereofSEC.

SEC Reports and Financial Statements. The Company has ------------------------------------ filed with the SEC, and has heretofore made available to Parent, true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 14, 1995 1994 under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") or (as such documents -------------- have been amended since the Exchange Act (time of their filing, collectively, the "Company SEC ----------- Documents"). As of their respective dates ordates, or if amended, as of the date of the --------- last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and untrue (bi) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have has been prepared from, and are is in accordance with, the books ---------- and records of the Company and its consolidated subsidiariesSubsidiaries, comply (ii) complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have (iii) has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved ---- (except as may be indicated therein or in the notes thereto) and (iv) fairly present presents the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates times and for the respective periods thereofreferred to therein.

SEC Reports and Financial Statements. The Company A1 has filed with delivered to C1 and C2 prior to the SEC, and has heretofore made available to Parent, execution of this Agreement a true and complete copies ofcopy of each form, all formsreport, reportsschedule, schedulesregistration statement (as declared effective and any posteffective amendments), statements definitive proxy statement and other documents required document (together with all amendments thereof and supplements thereto, except as provided above with respect to be registration statements) filed by it A1 or any other A1 Entity with the SEC since January 1, 1995 under 1996 (as such documents have since the Securities Act time of 1933, as their filing been amended (the "Securities Act") or the Exchange Act (collectivelysupplemented, the "A1 SEC DocumentsReports"), which are all the documents (other than preliminary material) that A1 or any other A1 Entity were required to file with the SEC since 34 23 such date. As of their respective dates ordates, if amendedthe A1 SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the A1 SEC Reports (the "A1 Financial Statements") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the A1 Entities taken as a whole)) the consolidated financial position of A1 and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended. Except as set forth in Section 3.1.5 of the A1 Disclosure Letter, each Subsidiary and Consolidated Non- Corporate Affiliate of A1 in existence on the date hereof is fully consolidated with A1 in the A1 Financial Statements for all periods covered thereby.

SEC Reports and Financial Statements. The Except as disclosed on Schedule 2.1.5, the Company has filed with the Securities and Exchange Commission (the "SEC, and has heretofore made available to Parent, true and complete copies of, ") all forms, reports, schedules, statements and other documents required to be filed by it since January 1December 31, 1995 2001 under the Securities Exchange Act of 1933, as amended 1934 (the "Securities Exchange Act") ), the Securities Act or the Exchange Sarbanes-Oxley Act of 2002 (collectively, the "XXXX") (xxxx of such forms, reports, schedules, statements, and other documents, to the extent filed and publicly available before the date of this Agreement, other than preliminary filings, is referred to as an "Company SEC DocumentsDocument"). As of their respective dates or, if amended, as of the date of the last such amendment, the Each Company SEC Documents (as amended or supplemented by any such amendments)Document, includingat the time filed, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the Securities ActSOXA, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the Company SEC Documents (the "Financial Statements") comply as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of the respective dates and for the respective periods thereofunaudited statements, to normal, recurring audit adjustments).

SEC Reports and Financial Statements. The (a) Since January 1, 2001, the Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the "Company SEC Reports") required to be filed by it since January 1the Company with the SEC. As of their respective dates, 1995 under and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Company SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or ), the Exchange Act (collectivelyAct, and the "SEC Documents"). As of their respective dates or, if amended, as rules and regulations of the date SEC promulgated thereunder applicable to such Company SEC Reports, and none of the last such amendment, the Company SEC Documents (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (a) did not contain Reports contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company's subsidiaries Company Subsidiaries is required to file any forms, reports or other documents with the SEC. SEC pursuant to Section 13 or 15 of the Exchange Act. (b) The financial consolidated balance sheets and the related consolidated statements of operations, consolidated statements of stockholders' equity and comprehensive income (loss) and consolidated statements of cash flows (including, in each case, any related notes and schedules thereto) (collectively, the "Company Financial Statements") of the Company included contained in the Company SEC Documents (as amended or supplemented by any such amendments) Reports have been prepared from, and are in accordance with, from the books and records of the Company and its consolidated subsidiariesthe Company Subsidiaries, comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretootherwise noted therein) and present fairly present the consolidated financial position and the consolidated results of operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and changes recurring year-end adjustments in financial positionthe ordinary course of business). Except as reflected in the Company Financial Statements, if anyneither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than any liabilities incurred since December 31, 2003 which, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) Since January 1, 2001, the Company has not received written notice from the SEC or any other governmental entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or other governmental entity. Since January 1, 2001, the Company's independent public accounting firm has not informed the Company that it has any material questions, challenges or disagreements regarding or pertaining to the Company's accounting policies or practices. Since January 1, 2001, to the knowledge of the Company, no officer or director of the Company has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with the Company or any Company Subsidiary. Set forth in Section 3.5(d) of the Company Disclosure Letter is a list of all off-balance sheet special purpose entities and financing arrangements of the Company and the Company Subsidiaries. (d) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Company SEC Reports filed since August 29, 2002, the chief executive officer and chief financial officer of the Company have made all certifications required by the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and any relatxx xxxxx xxx xegulations promulgaxxx xx xxx XXX and the NYSE, and the statements contained in any such certifications are complete and correct. (e) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company required to be disclosed in the Company's Exchange Act Reports, including its consolidated Company Subsidiaries, is made known to the Company's principal executive officer and its consolidated subsidiaries as principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; and, to the knowledge of the respective dates Company, such disclosure controls and for procedures are effective in timely alerting the respective periods thereofCompany's principal executive officer and its principal financial officer to material information required to be included in the Company's periodic reports required under the Exchange Act. (f) The Company is, or will timely be, in compliance in all material respects with all current and proposed listing and corporate governance requirements of the NYSE, and is in compliance in all material respects, and will continue to remain in compliance from the date hereof until immediately after the Effective Time, with all rules, regulations and requirements of the Sarbanes-Oxley Act and the SEC.

SEC Reports and Financial Statements. The Company has Each form, report, schedule, registration statement, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Parent or any of its subsidiaries with the Securities and Exchange Commission (the "SEC") since June 10, 1999 (as such documents have since the time of their filing been amended or supplemented, the "PARENT SEC REPORTS"), which are all the documents (other than preliminary material) that Parent and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents its subsidiaries were required to be filed by it file with the SEC since January 1such date, 1995 under (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act (collectively, the "SEC Documents"). As of their respective dates or, if amendedAct, as of the date of the last such amendmentcase may be, the Company SEC Documents and (as amended or supplemented by any such amendments), including, without limitation, any financial statements or schedules included therein (aii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements (bincluding, in each case, the notes, if any, thereto) included in the Parent SEC Reports (the "PARENT FINANCIAL STATEMENTS") complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) have been prepared from, and are in accordance with, the books and records of the Company and its consolidated subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and its subsidiaries taken as a whole)) the consolidated financial position of Parent and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofthen ended.

SEC Reports and Financial Statements. The Company has filed with the SEC, and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since (a) Since January 1, 1995 under 2009, the Company has timely filed or otherwise transmitted all Company SEC Documents, each of which as finally amended prior to the date hereof, has complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act of 1933, as amended (and the "Securities Act") rules and regulations promulgated thereunder or under the Xxxxxxxx-Xxxxx Act or the Exchange Act (collectivelyXxxx-Xxxxx Act, the "SEC Documents"). As of their respective dates or, if amended, each as of in effect on the date so filed. Since January 1, 2009, none of the last such amendment, the Company SEC Documents (contained, when filed as finally amended or supplemented by any such amendments)prior to the date hereof, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereundermisleading. None of the Company's subsidiaries Subsidiaries is subject to the reporting requirements of Sections 13(a) or 15(d) under the Exchange Act or otherwise required to file or furnish any forms, reports or other documents with the SEC. The financial statements There are no outstanding or unresolved comments in comment letters from the SEC or its staff with respect to any Company SEC Document. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation. (b) Since January 1, 2009, the Company has complied in all material respects with the applicable listing and corporate governance rules and regulations of the Nasdaq Stock Market LLC. (c) Each of the consolidated financial statements (including any notes and schedules thereto) included or incorporated by reference in the Company SEC Documents (as amended or supplemented by any such amendmentsthe "Financial Statements") have (w) has been prepared from, and are is in accordance with, the books and records of the Company and its consolidated subsidiariesSubsidiaries, comply in all material respects, (x) complies in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoto such requirements, have (y) has been prepared in accordance with United States generally accepted accounting principles ("GAAP") , in all material respects, applied on a consistent basis during the periods involved (except as may be indicated in the Financial Statements or in the notes theretoto the Financial Statements and subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments and the absence of footnote disclosure as permitted by GAAP), and (z) and fairly present presents in accordance with GAAP, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates date and for the respective periods thereofreferred to in the Financial Statements. Neither the Company nor any Subsidiary of the Company has any unresolved material dispute with BKD, LLP that would be required to be disclosed in any document required to be filed with the SEC under Item 304 of Regulation S-K promulgated under the Securities Act (i) on a matter of accounting principles or practices, financial statement disclosure or auditing scope and procedure or (ii) in connection with any matter related to the audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2011. (d) The Company and its Subsidiaries have no outstanding indebtedness for borrowed money, including pursuant to the Credit Facility. (e) Neither the Company nor any of the Company's Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any "off-balance sheet arrangements" (as defined in Item 303(a) of Regulation S-K promulgated under the Securities Act)), where the result, purpose or effect of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company's or such Subsidiary's audited financial statements or other Company SEC Documents. (f) The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) in accordance with Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are designed to ensure that all material information concerning the Company and all of its Subsidiaries is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and made known on a timely basis to the individuals responsible for the preparation of the Company's filings with the SEC. The Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of the Company's and its consolidated Subsidiaries' financial reporting and the preparation of their financial statements for external purposes in accordance with GAAP. As of December 31, 2011, neither the chief executive officer (including any interim chief executive officer) nor the chief financial officer of the Company has become aware of, and neither the Company Board nor the audit committee of the Company Board has been advised of, (i) any fact, circumstance or change that is reasonably likely to result in a "significant deficiency" or a "material weakness" (each as defined in Public Company Accounting Oversight Board Auditing Standard 2) in the design or operation of the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data, or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company's internal control over financial reporting. (g) The statements contained in the certifications of each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) filed with the Company SEC Documents as required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company SEC Documents were true and accurate in all material respects as of the date they were made. The Company is in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act, except for any non-compliance that has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (h) To the Knowledge of the Company, since January 1, 2009, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no concerns from employees of the Company and its Subsidiaries regarding questionable accounting or auditing matters, have been received by the Company's officers or directors. The Company has made available to Parent a summary of all material complaints or concerns relating to employee concerns regarding possible violations of Law made since January 1, 2009. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company's chief financial officer, audit committee (or other committee designated for the purpose) of the Company Board or the Company Board pursuant to the rules adopted pursuant to Section 307 of the Xxxxxxxx-Xxxxx Act or any Company policy contemplating such reporting, including in instances not required by those rules. (i) All accounts receivable (including trade receivables and other receivables) have been recorded on the Financial Statements in accordance with GAAP and derive from bona fide sales transactions entered into in the ordinary course of business consistent with past practice and are payable on the terms and conditions set forth in the applicable Contract (net of allowances for doubtful accounts as reflected in the Financial Statements in accordance with GAAP). To the Knowledge of the Company, the $3.0 million receivable due from the Company's Canadian agent for receivables collected but not yet remitted to the Company described in footnote 13 to the Company's Financial Statements for the year ended December 31, 2011 is fully recoverable. (j) All inventory reflected in the Financial Statements consists of quantity and quality usable and salable in the ordinary course of business consistent with past practices and is not obsolete, defective, damaged or slow moving, and is merchantable and fit for its intended use and is being actively marketed in the commercial channels in the ordinary course of business consistent with past practices, subject only to the allowances and reserves reflected in the

SEC Reports and Financial Statements. The Company (a) Eternal has timely filed with the SEC, SEC all forms and has heretofore made available to Parent, true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 2008 under the Securities Act of 1933Exchange Act, including (i) its Annual Reports on Form 10-K, (ii) its Quarterly Reports on Form 10-Q, and (iii) all other forms, reports and registration statements required to be filed by Eternal with the SEC since January 1, 2008. The documents described in the foregoing clauses (i)-(iii), in each case as amended (whether filed prior to, on or after the "Securities Act") or date of this Agreement), are referred to in this Agreement collectively as the Exchange Act (collectively, the "“Eternal SEC Documents"). .” As of their respective dates or, if amendedamended and publicly available prior to the date of this Agreement, as of the date of the last such amendmentamendment with respect to those disclosures that are amended, the Company Eternal SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any including the financial statements and schedules provided therein or schedules included therein incorporated by reference therein, (ax) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (by) complied in all material respects with the applicable requirements of the Exchange Act and Act, the Securities Act, the Sxxxxxxx-Xxxxx Act and other applicable Laws as the case may be, and the applicable rules and regulations of the SEC thereunder. None of the Company's subsidiaries Subsidiaries of Eternal is subject to the periodic reporting requirements of the Exchange Act or required to file any formsform, reports report or other documents document with the SEC. , any stock exchange or any other comparable Governmental Entity. (i) The December 31, 2010 consolidated balance sheet of Eternal and its Subsidiary (the “Eternal Balance Sheet”) and the related consolidated statements of operations, stockholders’ equity and cash flows (including, in each case, the related notes, where applicable), as reported in Eternal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC under the Exchange Act, fairly present (within the meaning of the Sxxxxxxx-Xxxxx Act), and the financial statements to be filed by Eternal with the SEC after the date of the Company included this Agreement will fairly present (subject, in the SEC Documents (as amended or supplemented by any such amendments) have been prepared fromcase of unaudited statements, to recurring audit adjustments normal in nature and are in accordance withamount), the books and records of the Company and its consolidated subsidiaries, comply in all material respects respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Eternal and its Subsidiary as of the respective dates or for the respective fiscal periods therein set forth; (ii) each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Eternal with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and (iii) each of such statements (including the related notes, have been where applicable) has been, and the financial statements to be filed by Eternal with the SEC after the date of this Agreement will be, prepared in accordance with United States generally accepted accounting principles ("GAAP") GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated in the notes thereto) and fairly present thereto or, in the consolidated financial position and the consolidated results case of operations and cash flows (and changes in financial positionunaudited statements, if any) as permitted by Rule 10-01 of Regulation S-X of the Company SEC. The books and records of Eternal and its consolidated subsidiaries as Subsidiaries have been, and are being, maintained in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Kxxxx & Company is a registered public accounting firm for Eternal and has not resigned (or indicated that it declines to stand for re-appointment after completion of the respective dates current audit) or been dismissed as a registered public accounting firm for Eternal. (c) Since January 1, 2008, (i) the exercise price of each Eternal Option has been no less than the fair market value of a share of Eternal Common Stock as determined on the date of grant of such Eternal Option and for (ii) all grants of the respective periods Eternal Options were validly issued and properly approved by the Board of Directors of Eternal (the “Eternal Board”) (or a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in Eternal’s financial statements referred to in Section 4.5(b) in accordance with GAAP, and no such grants involved any “back dating,” “forward dating” or similar practices with respect to the effective date of grant.

SEC Reports and Financial Statements. The Company (a) LandCare has filed with the SEC, SEC and has heretofore made available to Parent, ServiceMaster true and complete copies of, all forms, reports, schedules, statements and other documents required to be filed by it and its Subsidiaries since January 1, 1995 the LandCare's inception under the Exchange Act and the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (the "Securities Act") or the Exchange Act (collectively, the "LANDCARE SEC DocumentsDOCUMENTS"). As of their respective dates or, if amended, as of the date of the last such amendment, the Company LandCare SEC Documents (as amended or supplemented by any such amendments)Documents, including, without limitation, any financial statements or and schedules included therein therein, (ai) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (bii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. None . (b) Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the LandCare SEC Documents and the Third Quarter Financial Statements (as amended or supplemented by any such amendmentshereinafter defined) have has been prepared from, and are is in accordance with, the books and records of the Company and LandCare and/or its consolidated subsidiariesSubsidiaries, comply complies in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Company LandCare and its consolidated subsidiaries Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments and lack of footnote disclosures). "THIRD QUARTER FINANCIAL STATEMENTS" means the unaudited consolidated and consolidating balance sheets and statements of income and changes in stockholders' equity of LandCare as of the respective dates and for the respective periods thereofthree and nine months ended September 30, 1998 attached hereto as Schedule 3.6.

SEC Reports and Financial Statements. The Company GST has filed with the Securities and Exchange Commission (the "SEC"), and has heretofore made available to Parent, the Sellers true and complete copies of, of all forms, reports, schedules, statements and other documents required to be filed by it since January 1, 1995 under the Securities Act and the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act") (as such documents have been amended or supplemented since the Exchange Act (time of their filing, collectively, the "SEC DocumentsReports"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Company SEC Documents Reports (as amended or supplemented by any such amendments), including, including without limitation, any financial statements or schedules included therein therein) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading misleading, and (b) complied in all material respects with the applicable requirements of the Securities Act and Exchange Act and the Securities Act, (as the case may be, ) and the all applicable rules and regulations of the SEC promulgated thereunder. None Each of the Company's subsidiaries is required to file any forms, reports or other documents with the SEC. The consolidated financial statements of the Company included in the SEC Documents (as amended or supplemented by any such amendments) Reports have been prepared from, and are in accordance with, with the books and records of the Company and its consolidated subsidiariesGST, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of GST and its consolidated subsidiaries as of the date thereof and their consolidated results of operations and cash flows (and changes in financial position, if any) of the Company and its consolidated subsidiaries as of the respective dates and for the respective periods thereofpresented therein.