Common use of SECURITIES FILINGS AND LITIGATION Clause in Contracts

SECURITIES FILINGS AND LITIGATION. EDI has made available to Bowmxx xxxe and complete copies of (i) its Annual Reports on Form 10-KSB for the years ended September 30, 1997, 1996 and 1995, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI since January 1, 1995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K, as amended) filed by EDI with the SEC since January 1, 1995. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDI, threatened against EDI or any EDI Subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter defined, or otherwise relating to EDI or any EDI Subsidiary or the securities of any of them, or any properties or rights of EDI or any EDI Subsidiary or any EDI Benefit Plan which is required to be described in any EDI Securities Filing that is not so described. No event has occurred as a consequence of which EDI would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

SECURITIES FILINGS AND LITIGATION. EDI ACC has made available to Bowmxx xxxe TCG true --------------------------------- and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 19971994, 1996 1995 and 19951996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI ACC since January 1, 19951994, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI ACC with the SEC since January 1, 19951994. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI ACC Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI ACC Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI ACC Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI ACC Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI ACC Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI ACC Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or set forth on Schedule 2.7, there is no action, cause of action, claim, ------------ demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDIACC, threatened against EDI ACC or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, ACC Employee Plan (as hereinafter defined, ) or otherwise relating to EDI ACC or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI ACC or any EDI Subsidiary of its subsidiaries or any EDI Benefit ACC Employee Plan which is required to be described in any EDI ACC Securities Filing that is not so described. No Except as set forth on Schedule 2.7, no event has occurred as a consequence of which EDI ACC would ------------ be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by ACC with the SEC after the date hereof shall be provided to TCG on the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI Target has made --------------------------------- available to Bowmxx xxxe Acquiror true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 19971996, 1996 1997 and 19951998, as filed with the Securities and Exchange Commission (the "SEC"), (ii) its the proxy statements relating to all of --- the meetings of stockholders shareholders (whether annual or special) of EDI Target and the Target Subsidiaries since January 1, 19951996, as filed with the SEC, and (iii) all other reports, statements, schedules, registration statements and registration statements other filings or documents and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Target with the SEC since January 1, 19951996. The reports reports, statements, schedules, registration statements, and statements other filings and documents set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Target Securities Filings." ------------------------- Target and the Target Subsidiaries have filed with the SEC all Target Securities Filings required to be filed therewith on or prior to the date of this Agreement and, as of the Closing, Target and the Target Subsidiaries shall have filed with the SEC all Target Securities Filings required to be filed on or prior thereto. As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Target Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Target Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Target Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except for Target's proxy statement for its 1999 Annual Meeting of Shareholders which was not timely filed, each of the EDI Target Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Target Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed set forth in the EDI Securities Filings or on Schedule 2.72.7 attached hereto, there is no action, cause of action, ------------ claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator arbitrator, mediator or other Governmental Authority ("Litigation") ---------- pending or, to the knowledge of EDITarget, threatened against EDI Target, any Target Subsidiary or any EDI SubsidiaryTarget Minority Entity, or any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, Plan (as hereinafter defined) of Target, or otherwise relating relating, in a manner that could have a Target Material Adverse Effect, to EDI or Target, any EDI Subsidiary Target Subsidiary, any Target Minority Entity or the securities of any of them, or any properties or rights of EDI Target, any of the Target Subsidiaries or any EDI Subsidiary Target Minority Entity or any EDI Benefit Plan which is required to be described in any EDI Securities Filing that is not so describedPlan. No event has occurred as a consequence of which EDI Target would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements, schedules, registration statements and other filings and documents and amendments thereto (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Target with the SEC after the date hereof shall be provided to Acquiror no later than the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI Ralcorp has made available to Bowmxx xxxe Agribrands true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30, 1997, 1996 1998 and 19951999, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders shareholders (whether annual or special) of EDI Ralcorp since January 131, 19951997, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Ralcorp with the SEC since January 131, 19951997. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Ralcorp Securities Filings." As of their respective -------------------------- dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Ralcorp Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Ralcorp Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Ralcorp Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Ralcorp Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Ralcorp Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIRalcorp, threatened against EDI Ralcorp or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Ralcorp Benefit Plan, as hereinafter defined, or otherwise relating to EDI Ralcorp or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI Ralcorp or any EDI Subsidiary of its subsidiaries or any EDI Ralcorp Benefit Plan which is required to be described in any EDI Ralcorp Securities Filing that is not so described. No event has occurred as a consequence of which EDI Ralcorp would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Ralcorp with the SEC after the date hereof shall be provided to Ralcorp on the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI Target has made available to Bowmxx xxxe Acquiror true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 3010 20 March 31, 19971996, 1996 1997 and 19951998, as filed with the Securities and Exchange Commission (the "SEC"), (ii) its the Annual Reports on Form 10-K, as amended, for the years ended December 31, 1996, 1997 and 1998, as filed by CS Wireless Systems, Inc. ("CS") with the SEC, (iii) the proxy statements relating to all of the meetings of stockholders shareholders (whether annual or special) of EDI Target and the Target Subsidiaries (including CS) since January 1, 19951996, as filed with the SEC, and (iiiiv) all other reports, statements, schedules, registration statements and registration statements other filings or documents and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Target or CS with the SEC since January 1, 19951996. The reports reports, statements, schedules, registration statements, and statements other filings and documents set forth in clauses (i) through (iiiiv), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Target Securities Filings." Target and the Target Subsidiaries have filed with the SEC all Target Securities Filings required to be filed therewith on or prior to the date of this Agreement and, as of the Closing, Target and the Target Subsidiaries shall have filed with the SEC all Target Securities Filings required to be filed on or prior thereto. As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Target Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Target Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Target Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Target Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Target Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed set forth in the EDI Securities Filings or on Schedule 2.72.7 attached hereto, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator arbitrator, mediator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDITarget, threatened against EDI Target, any Target Subsidiary or any EDI SubsidiaryTarget Minority Entity, or any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, Plan (as hereinafter defined) of Target, or otherwise relating relating, in a manner that could have a Target Material Adverse Effect, to EDI or Target, any EDI Subsidiary Target Subsidiary, any Target Minority Entity or the securities of any of them, or any properties or rights of EDI Target, any of the Target Subsidiaries or any EDI Subsidiary Target Minority Entity or any EDI Benefit Plan which is required to be described in any EDI Securities Filing that is not so describedPlan. No event has occurred as a consequence of which EDI Target would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements, schedules, registration statements and other filings and documents and amendments thereto (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Target with the SEC after the date hereof shall be provided to Acquiror no later than the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI (a) BFP has made available to Bowmxx xxxe WorldCom true and complete copies of (i) its Annual Reports Report on Form 10-KSB K, as amended, for the years year ended September 30December 31, 1997, 1996 and 19951996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI BFP since January 1, 19951994, as whether or not filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI BFP with the SEC since January 1, 19951994. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this SectionSection 2.7, are referred to collectively herein as the "EDI BFP Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI BFP Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI BFP Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI BFP Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI BFP Securities Filings at the time of filing 9 or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI BFP Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reportsNeither BFP nor any BFP Subsidiary is a party or is subject to any note, statementsbond, registration statements and other filings mortgage, indenture, contract, lease, license, agreement, understanding, instrument, bid or proposal that is required to be described in or filed as an exhibit to any BFP Securities Filing that is not described in or filed as an exhibit to such BFP Securities Filing as required by it under the Securities Act or the Securities Exchange Act, as the case may be. No event has occurred prior to the date hereof as a consequence of which BFP would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and the Securities Actregistration statements and amendments thereto (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as applicable. amended) filed by BFP with the SEC after the date hereof shall be provided to WorldCom no later than the date of such filing. (b) Except as disclosed set forth in the EDI Schedule 2.7 attached hereto or in a BFP Securities Filings or on Schedule 2.7Filing, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator arbitrator, mediator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDIBFP, threatened against EDI BFP or any EDI BFP Subsidiary, or any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, Plan (as hereinafter defined) of BFP, or otherwise relating relating, in a manner that would reasonably be expected to EDI or have a BFP Material Adverse Effect to BFP, any EDI Subsidiary BFP Subsidiary, or the securities of any of them, or any properties or rights of EDI BFP or any EDI Subsidiary or any EDI Benefit Plan which is required to be described in any EDI Securities Filing that is not so described. No event has occurred as a consequence of which EDI would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SECBFP Subsidiaries.

SECURITIES FILINGS AND LITIGATION. EDI WorldCom has made available to Bowmxx xxxe BFP true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 19971994, 1996 1995 and 19951996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders shareholders (whether annual or special) of EDI WorldCom since January 1, 19951994, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI WorldCom with the SEC since January 1, 19951994. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this SectionSection 3.7, are referred to collectively herein as the "EDI WorldCom Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI WorldCom Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI WorldCom Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI WorldCom Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI WorldCom Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI WorldCom Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIWorldCom, threatened against EDI WorldCom or any EDI WorldCom Subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter definedPlan of WorldCom, or otherwise relating relating, in a manner that could have a WorldCom Material Adverse Effect, to EDI or WorldCom, any EDI WorldCom Subsidiary or the securities of any of them, or any properties or rights of EDI WorldCom or any EDI Subsidiary or any EDI Benefit Plan of the WorldCom Subsidiaries, which is required to be described in any EDI WorldCom Securities Filing that is not so described. No event has occurred as a consequence of which EDI WorldCom would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by WorldCom with the SEC after the date hereof shall be provided to BFP upon such filing.

SECURITIES FILINGS AND LITIGATION. EDI (a) ADSX has made available to Bowmxx xxxe MAS true and complete copies of (i) its ADSX's Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 19971998, 1996 1999 and 19952000, as filed with the SEC, (ii) its ADSX's proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI ADSX since January 1December 31, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI ADSX with the SEC since January 1December 31, 19951998. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI ADSX Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI ADSX Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), to the extent they relate to or reflect the assets, liabilities or operations of DA or the Other Subsidiaries, contained or, as to EDI ADSX Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI ADSX Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI ADSX Securities Filings Filings, to the extent they relate to or reflect the assets, liabilities or operations of DA or the Other Subsidiaries, was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI ADSX Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there . (b) There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIADSX, threatened against EDI DA, any of its subsidiaries or any EDI Subsidiaryof the Other Subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI DA Group Benefit Plan, as hereinafter defined, or otherwise relating to EDI DA, any of its subsidiaries or any EDI Subsidiary of the Other Subsidiaries or the securities of any of them, or any properties or rights of EDI DA, any of its subsidiaries or any EDI Subsidiary of the Other Subsidiaries or any EDI DA Group Benefit Plan which is required to be described in any EDI ADSX Securities Filing that is not so described. No event relating to or affecting the assets, liabilities or operations of DA or the Other Subsidiaries has occurred as a consequence of which EDI ADSX would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by ADSX with the SEC after the date hereof shall be provided to MAS on or prior to the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI Agribrands has made available to Bowmxx xxxe Ralcorp true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30August 31, 1997, 1996 1998 and 19951999, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders shareholders (whether annual or special) of EDI Agribrands since January April 1, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Agribrands with the SEC since January April 1, 19951998. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Agribrands Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Agribrands Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Agribrands Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Agribrands Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Agribrands Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Agribrands Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDIAgribrands, threatened against EDI Agribrands or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Agribrands Benefit Plan, as hereinafter defined, or otherwise relating to EDI Agribrands or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI Agribrands or any EDI Subsidiary of its subsidiaries or any EDI Agribrands Benefit Plan which is required to be described in any EDI Agribrands Securities Filing that is not so described. No event has occurred as a consequence of which EDI Agribrands would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Agribrands with the SEC after the date hereof shall be provided to Ralcorp on the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI (a) MAS has made available to Bowmxx xxxe ADSX true and complete copies of (i) its Annual Reports on Form 10-KSB K or Form 10-KSB, as amended, for the years ended September 30October 31, 19971998, 1996 1999 and 19952000, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI MAS since January 1October 31, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q or Form 10-QSB and Current Reports on Form 8-K, as amended) filed by EDI MAS with the SEC since January 1October 31, 19951998. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Sectionsection, are referred to collectively herein as the "EDI MAS Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI MAS Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI MAS Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI MAS Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI MAS Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI MAS Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there . (b) There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDIMAS, threatened against EDI MAS or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, Plan (as hereinafter defined, defined herein) of MAS or any of its subsidiaries or otherwise relating to EDI MAS or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI MAS or any EDI Subsidiary of its subsidiaries or any EDI Benefit Plan of MAS or any of its subsidiaries which is required to be described in any EDI MAS Securities Filing that is not so described. No event has occurred as a consequence of which EDI MAS would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Annual Reports on Form 10-K or Form 10-KSB, Quarterly Reports on Form 10-Q or Form 10-QSB and Current Reports on Form 8-K, as amended) filed by MAS with the SEC after the date hereof shall be provided to ADSX on or prior to the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI (a) Parent has made available, or will make available during the Schedule Period, to Bowmxx xxxe Web true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 1997, 1996 1997 and 19951998, as filed with the SEC, (ii) its proxy statements statement relating to all the meeting of the meetings of stockholders (whether annual or special) of EDI since January 1shareholders held on July 29, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Parent with the SEC since January 1February 18, 19951998. The reports and statements set forth in clauses (i) through (iii), ) above, and those subsequently provided or required to be provided pursuant to this Sectionsection, are referred to collectively herein as the "EDI Securities FilingsPARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required . (b) Except as set forth on Schedule 3.7(b) to be filed by it under provided --------------- during the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7Period, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIParent, threatened against EDI Parent or any EDI Active Parent Subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter definedPlan of Parent, or otherwise relating relating, in a manner that could have a Parent Material Adverse Effect, to EDI or Parent, any EDI Active Parent Subsidiary or the securities of any of them, or any properties or rights of EDI Parent or any EDI Subsidiary or any EDI Benefit Plan of the Active Parent Subsidiaries, which is required to be described in any EDI Parent Securities Filing that is not so described. No event has occurred as a consequence of which EDI Parent would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC after the date hereof shall be provided to Web upon such filing.

SECURITIES FILINGS AND LITIGATION. EDI has Bowmxx xxx made available to Bowmxx xxxe EDI true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 3027, 1997, September 28, 1996 and September 30, 1995, or periods included therein, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders shareholders (whether annual or special) of EDI since Bowmxx xxxce January 1, 1995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI with Bowmxx xxxh the SEC since January 1, 1995. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Securities Bowmxx Xxxurities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Securities Bowmxx Xxxurities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Securities Bowmxx Xxxurities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has Bowmxx xxx timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Bowmxx Xxxurities Filings or on Schedule 2.73.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIBowmxx, threatened xxreatened against EDI or Bowmxx xx any EDI SubsidiaryBowmxx Xxxsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Bowmxx Xxxefit Plan, as hereinafter defined, or otherwise relating to EDI or Bowmxx xx any EDI Subsidiary Bowmxx Xxxsidiary or the securities of any of them, or any properties or rights of EDI Bowmxx xx any Bowmxx Xxxsidiary or any EDI Subsidiary or any EDI Benefit Bowmxx Xxxefit Plan which is required to be described in any EDI Securities Bowmxx Xxxurities Filing that is not so described. No event has occurred as a consequence of which EDI would Bowmxx xxxld be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

SECURITIES FILINGS AND LITIGATION. EDI The Company has made available to Bowmxx xxxe Parent true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30August 31, 19971998, 1996 1999 and 19952000, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders shareholders (whether annual or special) of EDI the Company since January April 1, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI the Company with the SEC since January April 1, 19951998. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Sectionsection, are referred to collectively herein as the "EDI Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDIthe Company, threatened against EDI the Company or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter defined, Plan of the Company or any of its subsidiaries or otherwise relating to EDI the Company or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI the Company or any EDI Subsidiary of its subsidiaries or any EDI Benefit Plan of the Company or any of its subsidiaries which is required to be described in any EDI Securities Filing that is not so described. No event has occurred as a consequence of which EDI the Company would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by the Company with the SEC after the date hereof shall be provided to Parent on the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI Parent has made --------------------------------- available to Bowmxx xxxe Company true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 1997, 1996 1997 and 19951998, as filed with the SEC, (ii) its proxy statements statement relating to all the meeting of the meetings of stockholders (whether annual or special) of EDI since January 1shareholders held on July 29, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Parent with the SEC since January 1February 18, 19951998. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Sectionsection, are referred to collectively herein as the "EDI Securities FilingsPARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed set forth in the EDI Securities Filings or on Schedule 2.7-------- 3.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIParent, --- threatened against EDI Parent or any EDI SubsidiaryParent subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter definedPlan of Parent, or otherwise relating relating, in a manner that could have a Parent Material Adverse Effect, to EDI or Parent, any EDI Subsidiary Parent subsidiary or the securities of any of them, or any properties or rights of EDI Parent or any EDI Subsidiary of the Parent subsidiaries that could prevent or any EDI Benefit Plan which is required to be described in any EDI Securities Filing that is not so describeddelay the consummation of the transactions contemplated by this Agreement. No event has occurred as a consequence of which EDI Parent would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8- K, as amended) filed by Parent with the SEC after the date hereof shall be provided to Company upon such filing.

SECURITIES FILINGS AND LITIGATION. EDI has Bowmxx xxx made available to Bowmxx xxxe EDI true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 3027, 1997, September 28, 1996 and September 30, 1995, or periods included therein, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders shareholders (whether annual or special) of EDI since Bowmxx xxxce January 1, 1995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI with Bowmxx xxxh the SEC since January 1, 1995. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Securities FilingsBOWMXX XXXURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Securities Bowmxx Xxxurities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Securities Bowmxx Xxxurities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Securities Bowmxx Xxxurities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has Bowmxx xxx timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Bowmxx Xxxurities Filings or on Schedule 2.7SCHEDULE 3.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIBowmxx, threatened xxreatened against EDI or Bowmxx xx any EDI SubsidiaryBowmxx Xxxsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Bowmxx Xxxefit Plan, as hereinafter defined, or otherwise relating to EDI or Bowmxx xx any EDI Subsidiary Bowmxx Xxxsidiary or the securities of any of them, or any properties or rights of EDI Bowmxx xx any Bowmxx Xxxsidiary or any EDI Subsidiary or any EDI Benefit Bowmxx Xxxefit Plan which is required to be described in any EDI Securities Bowmxx Xxxurities Filing that is not so described. No event has occurred as a consequence of which EDI would Bowmxx xxxld be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

SECURITIES FILINGS AND LITIGATION. EDI (a) Parent has made available, or will make available during the Schedule Period, to Bowmxx xxxe Big Stuff, true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 1997, 1996 1997 and 19951998, as filed with the SEC, (ii) its proxy statements statement relating to all the meeting of the meetings of stockholders (whether annual or special) of EDI since January 1shareholders held on July 29, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Parent with the SEC since January 1February 18, 19951998. The reports and statements set forth in clauses (i) through (iii), ) above, and those subsequently provided or required to be provided pursuant to this Sectionsection, are referred to collectively herein as the "EDI Securities FilingsPARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required . (b) Except as set forth on Schedule 3.7(b) to be filed by it under provided --------------- during the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7Period, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIParent, threatened against EDI Parent or any EDI Active Parent Subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter definedPlan of Parent, or otherwise relating relating, in a manner that could have a Parent Material Adverse Effect, to EDI or Parent, any EDI Active Parent Subsidiary or the securities of any of them, or any properties or rights of EDI Parent or any EDI Subsidiary or any EDI Benefit Plan of the Active Parent Subsidiaries, which is required to be described in any EDI Parent Securities Filing that is not so described. No event has occurred as a consequence of which EDI Parent would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC after the date hereof shall be provided to Big Stuff upon such filing.

SECURITIES FILINGS AND LITIGATION. EDI Ralcorp has made available to Bowmxx xxxe Agribrands true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30, 1997, 1996 1998 and 19951999, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders shareholders (whether annual or special) of EDI Ralcorp since January 131, 19951997, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Ralcorp with the SEC since January 131, 19951997. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Ralcorp Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Ralcorp Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Ralcorp Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Ralcorp Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Ralcorp Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Ralcorp Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIRalcorp, threatened against EDI Ralcorp or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Ralcorp Benefit Plan, as hereinafter defined, or otherwise relating to EDI Ralcorp or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI Ralcorp or any EDI Subsidiary of its subsidiaries or any EDI Ralcorp Benefit Plan which is required to be described in any EDI Ralcorp Securities Filing that is not so described. No event has occurred as a consequence of which EDI Ralcorp would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Ralcorp with the SEC after the date hereof shall be provided to Ralcorp on the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI TCG has made available to Bowmxx xxxe ACC true --------------------------------- and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years year ended September 30December 31, 1997, 1996 and 19951996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI TCG since January 1July 2, 19951996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI TCG with the SEC since January 1July 2, 19951996. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI TCG Securities Filings." "). As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI TCG Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI TCG Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI TCG Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI TCG Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI TCG Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDITCG, threatened against EDI TCG or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI TCG Benefit Plan, Plan (as hereinafter defined, ) or otherwise relating to EDI TCG or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI TCG or any EDI Subsidiary of its subsidiaries or any EDI TCG Benefit Plan which is required to be described in any EDI TCG Securities Filing that is not so described. No event has occurred as a consequence of which EDI TCG would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by TCG with the SEC after the date hereof shall be provided to ACC on the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI TCG has made available to Bowmxx xxxe ACC true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years year ended September 30December 31, 1997, 1996 and 19951996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI TCG since January 1July 2, 19951996, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI TCG with the SEC since January 1July 2, 19951996. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI TCG Securities Filings." "). As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI TCG Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI TCG Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI TCG Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI TCG Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI TCG Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDITCG, threatened against EDI TCG or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI TCG Benefit Plan, Plan (as hereinafter defined, ) or otherwise relating to EDI TCG or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI TCG or any EDI Subsidiary of its subsidiaries or any EDI TCG Benefit Plan which is required to be described in any EDI TCG Securities Filing that is not so described. No event has occurred as a consequence of which EDI TCG would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by TCG with the SEC after the date hereof shall be provided to ACC on the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI Agribrands has made available to Bowmxx xxxe Ralcorp true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30August 31, 1997, 1996 1998 and 19951999, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders shareholders (whether annual or special) of EDI Agribrands since January April 1, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Agribrands with the SEC since January April 1, 19951998. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Agribrands Securities Filings." As of their ------------------------------- respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Agribrands Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Agribrands Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Agribrands Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Agribrands Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Agribrands Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDIAgribrands, threatened against EDI ---------- Agribrands or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Agribrands Benefit Plan, as hereinafter defined, or otherwise relating to EDI Agribrands or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI Agribrands or any EDI Subsidiary of its subsidiaries or any EDI Agribrands Benefit Plan which is required to be described in any EDI Agribrands Securities Filing that is not so described. No event has occurred as a consequence of which EDI Agribrands would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Agribrands with the SEC after the date hereof shall be provided to Ralcorp on the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI (a) Parent has made available to Bowmxx xxxe Big Stuff true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 1997, 1996 1997 and 19951998, as filed with the SEC, (ii) its proxy statements statement relating to all the meeting of the meetings of stockholders (whether annual or special) of EDI since January 1shareholders held on July 29, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Parent with the SEC since January 1February 18, 19951998. The reports and statements set forth in clauses (i) through (iii), ) above, and those subsequently provided or required to be provided pursuant to this Sectionsection, are referred to collectively herein as the "EDI Securities FilingsPARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. . (b) Except as disclosed in the EDI Securities Filings or set forth on Schedule 2.7SCHEDULE 3.7(b) attached hereto, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIParent, threatened against EDI Parent or any EDI Active Parent Subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter definedPlan of Parent, or otherwise relating relating, in a manner that could have a Parent Material Adverse Effect, to EDI or Parent, any EDI Active Parent Subsidiary or the securities of any of them, or any properties or rights of EDI Parent or any EDI Subsidiary or any EDI Benefit Plan of the Active Parent Subsidiaries, which is required to be described in any EDI Parent Securities Filing that is not so described. No event has occurred as a consequence of which EDI Parent would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC after the date hereof shall be provided to Big Stuff upon such filing.

SECURITIES FILINGS AND LITIGATION. EDI has made available to Bowmxx xxxe and complete copies of (i) its Annual Reports on Form 10-KSB for the years ended September 30, 1997, 1996 and 1995, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI since January 1, 1995, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K, as amended) filed by EDI with the SEC since January 1, 1995. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI Securities FilingsSECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule SCHEDULE 2.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("LitigationLITIGATION") pending or, to the knowledge of EDI, threatened against EDI or any EDI Subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter defined, or otherwise relating to EDI or any EDI Subsidiary or the securities of any of them, or any properties or rights of EDI or any EDI Subsidiary or any EDI Benefit Plan which is required to be described in any EDI Securities Filing that is not so described. No event has occurred as a consequence of which EDI would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC.

SECURITIES FILINGS AND LITIGATION. EDI Parent has made available to Bowmxx xxxe Company true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 1997, 1996 1997 and 19951998, as filed with the SEC, (ii) its proxy statements statement relating to all the meeting of the meetings of stockholders (whether annual or special) of EDI since January 1shareholders held on July 29, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI Parent with the SEC since January 1February 18, 19951998. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Sectionsection, are referred to collectively herein as the "EDI Securities FilingsPARENT SECURITIES FILINGS." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI Parent Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI Parent Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI Parent Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI Parent Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed set forth in the EDI Securities Filings or on Schedule 2.7SCHEDULE 3.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIParent, threatened against EDI Parent or any EDI SubsidiaryParent subsidiary, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, as hereinafter definedPlan of Parent, or otherwise relating relating, in a manner that could have a Parent Material Adverse Effect, to EDI or Parent, any EDI Subsidiary Parent subsidiary or the securities of any of them, or any properties or rights of EDI Parent or any EDI Subsidiary of the Parent subsidiaries that could prevent or any EDI Benefit Plan which is required to be described in any EDI Securities Filing that is not so describeddelay the consummation of the transactions contemplated by this Restated Agreement. No event has occurred as a consequence of which EDI Parent would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC after the date hereof shall be provided to Company upon such filing.

SECURITIES FILINGS AND LITIGATION. EDI (a) MAS has made available to Bowmxx xxxe --------------------------------- ADSX true and complete copies of (i) its Annual Reports on Form 10-KSB K or Form 10-KSB, as amended, for the years ended September 30October 31, 19971998, 1996 1999 and 19952000, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI MAS since January 1October 31, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q or Form 10-QSB and Current Reports on Form 8-K, as amended) filed by EDI MAS with the SEC since January 1October 31, 19951998. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Sectionsection, are referred to collectively herein as the "EDI MAS Securities Filings." As of their respective dates, or as of the date of ---------------------- the last amendment thereof, if amended after filing, none of the EDI MAS Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI MAS Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI MAS Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI MAS Securities Filings was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI MAS Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there . (b) There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDIMAS, threatened against EDI MAS ---------- or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, Plan (as hereinafter defined, defined herein) of MAS or any of its subsidiaries or otherwise relating to EDI MAS or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI MAS or any EDI Subsidiary of its subsidiaries or any EDI Benefit Plan of MAS or any of its subsidiaries which is required to be described in any EDI MAS Securities Filing that is not so described. No event has occurred as a consequence of which EDI MAS would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Annual Reports on Form 10-K or Form 10-KSB, Quarterly Reports on Form 10-Q or Form 10-QSB and Current Reports on Form 8-K, as amended) filed by MAS with the SEC after the date hereof shall be provided to ADSX on or prior to the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI ACC has made available to Bowmxx xxxe TCG true and complete copies of (i) its Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 19971994, 1996 1995 and 19951996, as filed with the SEC, (ii) its proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI ACC since January 1, 19951994, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI ACC with the SEC since January 1, 19951994. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI ACC Securities Filings." As of their respective dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI ACC Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), contained or, as to EDI ACC Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI ACC Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI ACC Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI ACC Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or set forth on Schedule 2.7, there is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") pending or, to the knowledge of EDIACC, threatened against EDI ACC or any EDI Subsidiaryof its subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI Benefit Plan, ACC Employee Plan (as hereinafter defined, ) or otherwise relating to EDI ACC or any EDI Subsidiary of its subsidiaries or the securities of any of them, or any properties or rights of EDI ACC or any EDI Subsidiary of its subsidiaries or any EDI Benefit ACC Employee Plan which is required to be described in any EDI ACC Securities Filing that is not so described. No Except as set forth on Schedule 2.7, no event has occurred as a consequence of which EDI ACC would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by ACC with the SEC after the date hereof shall be provided to TCG on the date of such filing.

SECURITIES FILINGS AND LITIGATION. EDI (a) ADSX has made available to Bowmxx xxxe --------------------------------- MAS true and complete copies of (i) its ADSX's Annual Reports on Form 10-KSB K, as amended, for the years ended September 30December 31, 19971998, 1996 1999 and 19952000, as filed with the SEC, (ii) its ADSX's proxy statements relating to all of the meetings of stockholders (whether annual or special) of EDI ADSX since January 1December 31, 19951998, as filed with the SEC, and (iii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-QSB Q and Current Reports on Form 8-K, as amended) filed by EDI ADSX with the SEC since January 1December 31, 19951998. The reports and statements set forth in clauses (i) through (iii), above, and those subsequently provided or required to be provided pursuant to this Section, are referred to collectively herein as the "EDI ADSX Securities Filings." As of their respective ----------------------- dates, or as of the date of the last amendment thereof, if amended after filing, none of the EDI ADSX Securities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), to the extent they relate to or reflect the assets, liabilities or operations of DA or the Other Subsidiaries, contained or, as to EDI ADSX Securities Filings subsequent to the date hereof, will contain any untrue statement of a material fact or omitted or, as to EDI ADSX Securities Filings subsequent to the date hereof, will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the EDI ADSX Securities Filings Filings, to the extent they relate to or reflect the assets, liabilities or operations of DA or the Other Subsidiaries, was filed in a timely manner and at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to EDI ADSX Securities Filings subsequent to the date hereof, will comply in all material respects with the Securities Exchange Act or the Securities Act, as applicable. EDI has timely filed all reports, statements, registration statements and other filings required to be filed by it under the Securities Exchange Act and the Securities Act, as applicable. Except as disclosed in the EDI Securities Filings or on Schedule 2.7, there . (b) There is no action, cause of action, claim, demand, suit, proceeding, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, by or before any court, tribunal, arbitrator or other Governmental Authority ("Litigation") Litigation pending or, to the knowledge of EDIADSX, threatened against EDI DA, any of its subsidiaries or any EDI Subsidiaryof the Other Subsidiaries, any officer, director, employee or agent thereof, in his or her capacity as such, or as a fiduciary with respect to any EDI DA Group Benefit Plan, as hereinafter defined, or otherwise relating to EDI DA, any of its subsidiaries or any EDI Subsidiary of the Other Subsidiaries or the securities of any of them, or any properties or rights of EDI DA, any of its subsidiaries or any EDI Subsidiary of the Other Subsidiaries or any EDI DA Group Benefit Plan which is required to be described in any EDI ADSX Securities Filing that is not so described. No event relating to or affecting the assets, liabilities or operations of DA or the Other Subsidiaries has occurred as a consequence of which EDI ADSX would be required to file a Current Report on Form 8-K pursuant to the requirements of the Securities Exchange Act as to which such a report has not been timely filed with the SEC. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by ADSX with the SEC after the date hereof shall be provided to MAS on or prior to the date of such filing.