Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Company.

Reports and Financial Statements. The filings required to be made by Parent CNG and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Power Act, the Federal Power Act, as amended Natural Gas Act (the "Power Gas Act"), the Natural Gas Policy Act of 1978 (the "Gas Policy Act"), the 1935 Act and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate applicable state public utilities commissionregulatory authorities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent CNG has made available to the Company DRI a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor CNG with the SEC under the Securities Act and the Exchange Act, since January 1, 1996 and through the date hereof (as such documents have since the time of their filing been amended, the "Parent CNG SEC Reports"). As of their respective datesThe CNG SEC Reports, including without limitation any financial statements or schedules included therein, at the Parent time filed, and any forms, reports or other documents filed by CNG with the SEC Reports after the date hereof, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent CNG included in the Parent CNG SEC Reports (collectively, the "Parent CNG Financial Statements") have been prepared prepared, and will be prepared, in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of under the SECExchange Act) and fairly present the consolidated financial position of Parent CNG as of the respective dates thereof and or the consolidated results of its operations and cash flows for the respective periods then ended. True, accurate and complete copies as the case may be, subject, in the case of the articles of incorporation and by-laws of Parent as in effect on the date hereofunaudited interim financial statements, have been made available to the Companynormal, recurring audit adjustments.

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries Subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended Act (the "Power Act"), and the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or any applicable state public utility laws and laws, rules or regulations have been filed with the Securities and Exchange Commission (the "SEC"), the FERC applicable public utility regulatory authorities or the appropriate state public utilities commissionFERC, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, Parent has complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not, or with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been been, or with respect to those not yet filed, will be prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies subject, in the case of the articles of incorporation and by-laws of unaudited interim financial statements, to normal, recurring audit adjustments. Notwithstanding the foregoing, no representation or warranty is being made in this Section 3.5 with respect to information furnished in writing by the Company specifically for inclusion in any Parent as in effect on SEC Report filed after the date hereof, have been made available hereof or with respect to the Companyany Company SEC Report (as hereinafter defined) incorporated therein by reference.

Reports and Financial Statements. The filings (a) Parent and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be made filed or furnished by it with the SEC (including under the Securities Act and the Exchange Act) (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”) since March 30, 2014. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and its subsidiaries proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents filed since January 1March 30, 1996 under 2014 complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the applicable rules and regulations promulgated thereunder. Parent has made available to the Company a true , and complete copy none of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents filed since March 30, 2014 contained any untrue statement of a material fact or omit omitted to state a any 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. None of Parent’s Subsidiaries is, or at any time since March 30, 2014 has been, required to file any forms, reports or other documents with the SEC. Since March 30, 2014, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents and (ii) none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Parent included in or incorporated by reference into the Parent SEC Reports Documents filed since March 30, 2014 (collectively, the "“Parent Financial Statements"”) have been (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q or any successor form under the Exchange Act and subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto), (iii) have been prepared from, and except are in accordance with, the books and records of Parent and its consolidated subsidiaries in all material respects and (iv) complied, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. As of the date of this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (c) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since March 30, 2014, (i) none of Parent or any Subsidiary of Parent nor, to the knowledge of Parent, any director or officer of Parent has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or any material complaint, allegation, assertion or claim from employees of Parent or any Subsidiary of Parent regarding questionable accounting or auditing matters with respect to unaudited statements as permitted Parent or any Subsidiary of Parent, and (ii) no attorney representing Parent or any Subsidiary of Parent, whether or not employed by Form 10-Q Parent or any Subsidiary of the SEC) and fairly present the consolidated financial position Parent, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent, any Subsidiary of Parent as or any of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Truetheir respective officers, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereofdirectors, have been made available employees or agents to the CompanyParent Board of Directors or any committee thereof, or to the General Counsel or Chief Executive Officer of Parent.

Reports and Financial Statements. The filings required to be made by Parent Company has furnished the Investors with true and its subsidiaries since January 1complete copies of the Company's (i) Annual Reports on Form 10-KSB for the fiscal years ended December 31, 1996 under the Securities Act1999, the Exchange ActDecember 31, the 1935 Act2000 and December 31, the Federal Power Act2001, as amended (the "Power Act")amended, and applicable state public utility laws and regulations have been as filed with the SEC, (ii) Quarterly Report on Form 10-QSB for the FERC or the appropriate state public utilities commissionquarters ended March 31, 2002 and June 30, 2002, as filed with the case may beSEC, including (iii) proxy statements related to all formsmeetings of its stockholders (whether annual or special) held since January 1, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto2000, and complied, as of their respective dates, in (iv) all material respects other reports filed with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, or registration statement and definitive proxy statement filed statements declared effective by Parent or its predecessor with the SEC since January 1, 1996 2000, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since that date (clauses (i) through (iv) being referred to herein collectively as such documents have since the time of their filing been amended, the "Parent Company SEC Reports"). The Company has timely made all filings required under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Parent Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the SEC with respect thereto. The financial statements included in the Company SEC Reports (collectively, the "Parent Financial Statements"i) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a consistent basis (except (A) as may be indicated therein or in the notes thereto and except with respect thereto, or (B) in the case of unaudited interim financial statements, to unaudited statements as permitted by Form 10-Q of the SECextent they may not include footnotes or may be condensed or summary statements), (ii) and fairly present fairly, in all material respects, the consolidated financial position of Parent the Company and its Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows flow for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation unaudited interim financial statements, to normal year-end audit adjustments and by-laws of Parent as in effect on any other adjustments described therein and the date hereof, fact that certain information and notes have been made available to condensed or omitted in accordance with the CompanyExchange Act and the rules promulgated thereunder, and (iii) are in all material respects in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The filings required Parent has delivered or made available to be made the Company true and complete copies of: (a) Parent's Annual Reports on Form 10-K filed with the SEC for each of the years ended November 2, 1997 and November 1, 1998; (b) Parent's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended January 31, 1999, May 2, 1999 and August 1, 1999; (c) each definitive proxy statement filed by Parent with the SEC since November 2, 1997; (d) each final prospectus filed by Parent with the SEC since November 2, 1997; and (e) all Current Reports on Form 8-K filed by Parent with the SEC since November 2, 1997. As of their respective dates, such reports, proxy statements and its subsidiaries since January 1prospectuses filed on or prior to the date hereof (collectively, 1996 under "Parent SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Parent SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies or as of the articles of incorporation dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and by-laws of Parent as in effect on except that the date hereof, have been made available to the Company.unaudited financial statements

Reports and Financial Statements. The filings required Shikaze Ralston and KPMG Peat Marwick LLP, which have rendered reports with respect to be made by Parent and its subsidiaries since January 1the financial statements included in the 1997 Form 10-KSB, 1996 under are "independent public accountants" within the meaning of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute Act and the rules and regulations promulgated thereunder. Parent The Company has made available to furnished the Company a Investor with true and complete copy copies of each reportthe Company's Quarterly Report on Form 10-QSB for the quarter ended April 30, schedule1997, registration statement the Company's Registration Statement on Form SB-2 (Registration No. 333-23137) as amended by Amendment Nos. 1 and 2 thereto, the 1997 Form 10-KSB, and the Company's definitive proxy statement filed by Parent or its predecessor with the SEC since January 1Management Information Circular and Proxy Statement dated October 29, 1996 1997 (as such documents have since the time of their filing been amendedcollectively, the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (collectively, the "Parent Financial Statements"i) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of thereto), (ii) present fairly, in all material respects, the SEC) and fairly present the consolidated financial position of Parent the Company and its Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation unaudited interim financial statements, to normal year-end audit adjustments and by-laws of Parent as in effect on any other adjustments described therein and the date hereof, fact that certain information and notes have been made available to condensed or omitted in accordance with the CompanySecurities Act or the Exchange Act and the rules promulgated thereunder, and (iii) are, in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The filings required to be made by Company has previously furnished Parent with true and complete copies of its subsidiaries since January 1(i) Annual Reports on Form 10-K for the three years ended September 30, 1996 under the Securities Act1996, the Exchange Act1997, the 1935 Act, the Federal Power Actand 1998, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SECCommission, (ii) Quarterly Reports on Form 10-Q for the FERC quarters ended March 30, 1998, June 30, 1998, and December 31, 1998 as filed with the Commission, (iii) proxy statements related to all meetings of its shareholders (whether annual or special) since December 31, 1996 and (iv) all other reports or registration statements filed by the appropriate state public utilities commissionCompany with the Commission since December 31, 1996 which are all the documents (other than preliminary materials) that the Company was required to file with the Commission since that date (such documents identified in clauses (i) through (iv) (except registration statements on Form S-8 relating to employee benefit plans and the Form S-1 (as defined in the Transition Agreement (or any other registration statement contemplated to be filed pursuant to the terms of the Transition Agreement)) being referred to herein collectively as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the "Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports")). As of their respective dates, the Parent Company SEC Reports complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent Company SEC Reports (collectivelycomply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and the "Parent Financial Statements") financial statements included in the Company SEC Reports have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present the consolidated financial position of Parent the Company and its Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation unaudited interim financial statements, to normal year-end audit adjustments and by-laws of Parent as in effect on the date hereof, have been made available to the Companyany other adjustments described therein.

Reports and Financial Statements. The filings required Parent has previously furnished the Company with true and complete copies of its (i) Annual Report on Form 10-K for the year ended December 31, 1996, as filed with the Securities and Exchange Commission (the "Commission"), (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, as filed with the Commission, (iii) proxy statements related to be made all meetings of its stockholders (whether annual or special) since January 1, 1996, and (iv) all other reports or registration statements filed by Parent and its subsidiaries with the Commission since January 1, 1996 under (except for preliminary material in the case of clauses (iii) and (iv) above) (clauses (i) through (iv) being referred to herein collectively as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports complied in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available of the Commission thereunder applicable to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in the Parent SEC Reports (collectively, comply in all material respects with applicable accounting requirements and with the "published rules and regulations of the Commission with respect thereto. The consolidated financial statements included in the Parent Financial Statements") SEC Reports: have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly thereto); present fairly, in all material respects, the consolidated financial position of Parent and its Subsidiaries as of at the dates thereof and the consolidated results of its their operations and consolidated cash flows for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation unaudited interim consolidated financial statements, to normal year-end audit adjustments, any other adjustments described therein and by-laws of Parent as in effect on the date hereof, fact that certain information and notes have been made available to condensed or omitted in accordance with the CompanyExchange Act and the rules promulgated thereunder; and are in accordance with the books of account and records of the Parent and its Subsidiaries.

Reports and Financial Statements. (a) The filings required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC Buyer has previously furnished or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Seller and the Company a true and complete copy copies of (i) its Annual Reports on Form 10-K for each reportof the three fiscal years ended December 31, schedule1998, as filed with the Securities and Exchange Commission, (ii) its Quarterly Reports on Form 10-Q for the quarter ended March 31, 1999, and (iii) all other reports or registration statement and definitive proxy statement statements filed by Parent or its predecessor the Buyer with the SEC Securities and Exchange Commission since January 1December 31, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports")1998. As of their respective dates, the Parent SEC Reports such reports, proxy statements and registration statements did not contain contain, and the proxy statement to be distributed to shareholders of Buyer in connection with the shareholder meeting required for approval of this merger will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements"reports or other filings referred to in Section 5.5(a) have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods (except (i) as may be indicated therein or in the notes or schedules thereto and except (ii) with respect to unaudited statements as permitted by Form 10-Q interim financial statements, the absence of notes which, if presented, would not differ materially from those included in the consolidated balance sheet of the SEC) and Buyer as of December 31, 1998). These statements fairly present the consolidated financial position of Parent the Buyer as of the respective dates thereof and the consolidated results of its operations and changes in financial position (or statements of cash flows flow) of the Buyer for each of the periods then ended. True, accurate subject, in the case of unaudited interim financial statements, to normal year-end adjustments and complete copies any other adjustments described therein and the absence of notes (which, if presented, would not differ materially from those included in the consolidated balance sheet of the articles Buyer as of incorporation December 31, 1998). (c) Except as disclosed in any reports or registration statements filed by the Buyer with the Securities and byExchange Commission since December 31, 1998, the information and disclosures contained in the Buyer's Annual Report on Form 10-laws K for the fiscal year ended December 31, 1998 remain complete and correct in all material respects as of Parent its date as in effect if such disclosures were made on and as of the date hereof, have been made available hereof and do not omit to state a material fact required to be stated therein or necessary to make the Companystatements therein not misleading.

Reports and Financial Statements. The filings (a) Since January 1, 2001, Parent has filed with the SEC all material forms, registration statements, prospectuses, reports, schedules and documents (including all exhibits, post-effective amendments and supplements thereto) (the “Parent SEC Documents”) required to be made filed by Parent and its subsidiaries since January 1, 1996 it under each of the Securities Act, Act and the Exchange Act, the 1935 Act, the Federal Power Actall of which, as amended (the "Power Act")if applicable, and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, complied in all material respects as to form with all applicable requirements of the appropriate statute Act, SOX and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective datesdates (taking into account any amendments or supplements filed prior to the date hereof), the Parent SEC Reports Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents, and to the Knowledge of Parent, the statements contained in such certifications are true and correct. For purposes of this Section 4.05(b), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither Parent nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (c) The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectivelyDocuments comply as to form, as of their respective dates of filing with the "Parent Financial Statements") SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated therein or except, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then endedended (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not material). TrueThe books and records of Parent and its Subsidiaries are maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) Neither Parent nor any of its Subsidiaries is a party to, accurate or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among Parent and complete copies any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the articles SEC)), where the result, purpose or intended effect of incorporation such contract or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s published financial statements or other the Parent SEC Documents. (e) Parent maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and by-laws to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Parent has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Parent to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. Parent’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Parent required under the Exchange Act with respect to such reports. (g) Except as otherwise disclosed in the Parent SEC Documents, since December 31, 2000, Parent has not received from its independent auditors any oral or written notification of a (x) ”reportable condition” or (y) ”material weakness” in Parent’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date hereof, have been made available to the Company.

Reports and Financial Statements. The filings (a) Mavericks and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be made filed or furnished (i) since Mavericks’ emergence from chapter 11 proceedings on October 3, 2016 to May 8, 2017, with the OTC and (ii) from thereafter, with the SEC (such forms, documents and reports, together with all exhibits, financial statements and schedules filed or furnished therewith, and all information, documents and agreements incorporated in any such form, document or report (but not including any document incorporated by Parent and its subsidiaries since January 1reference into an exhibit), 1996 under excluding the Joint Proxy Statement, the “Mavericks SEC Documents”). As of their respective dates or, if amended, as of the date of such last amendment, ▇▇▇ ▇▇▇▇▇▇▇▇▇ SEC Documents complied in all material respects with the requirements of the Securities Act, Act and the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as none of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the ▇▇▇ ▇▇▇▇▇▇▇▇▇ SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents contained any untrue statement of a any material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Mavericks’ Subsidiaries are subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Parent Mavericks included in the Parent ▇▇▇ ▇▇▇▇▇▇▇▇▇ SEC Reports Documents (collectivelyi) have been prepared from, and are in accordance with, the "Parent Financial Statements"books and records of Mavericks and its Subsidiaries, (ii) fairly present in all material respects, in accordance with GAAP, the consolidated financial position of Mavericks and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), and (iii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto). The books and except records of Mavericks and its Subsidiaries have been and are being maintained in all material respects in accordance with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results GAAP. Neither Mavericks nor any of its operations and cash flows for Subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have Securities Act) which has not been made available disclosed pursuant to the Company▇▇▇ ▇▇▇▇▇▇▇▇▇ SEC Documents.

Reports and Financial Statements. The (a) All material filings required to be made by Parent and its subsidiaries the Parent Subsidiaries since January 1, 1996 1995 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC FERC, the NRC, the FCC, the DOE or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute statutes and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC by Parent pursuant to the requirements of the Securities Act or Exchange Act since January 1October 7, 1996 1999 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles in the United Kingdom applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECstatements) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and Parent Subsidiaries taken as a whole)) the consolidated financial position of Parent and its consolidated subsidiaries as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the memorandum and articles of incorporation and by-laws association of Parent Parent, as in effect on the date hereof, are included (or incorporated by reference) in the Parent SEC Reports. (b) All material filings required to be made by Parent or any Parent Subsidiaries since March 31, 1996 in the United Kingdom under the Electricity ▇▇▇ ▇▇▇▇, have been made available filed with the Office of Gas and Electricity Markets ("OFGEM") or any other appropriate Governmental Authority, as the case may be, including all material forms, statements, reports, agreements and all material documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all material rates, tariffs, franchises, service agreements and related documents, complied, as of their respective dates, in all material respects with all applicable requirements of the Companystatute and the rules and regulations thereunder.

Reports and Financial Statements. The filings required to be made Purchasers have obtained copies of the Company's Form 10-K/A for the year ended December 31, 1999, the Company's Proxy Statement in connection with the 1999 Annual Meeting of Stockholders, the Company's Registration Statement on Form S-2/A, dated January 12, 2001, the quarterly report on Form 10-Q for the period ended September 30, 2000, and a current report on Form 8-K dated August 8, 2000 filed by Parent and its subsidiaries since January 1, 1996 under the Company with the Securities Act, the and Exchange Act, the 1935 Act, the Federal Power Act, as amended Commission (the "Power ActSEC"), and applicable state public utility laws and regulations have been filed in each case without exhibits thereto (collectively with all filings of the Company with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective filing dates, the Parent SEC Reports did were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports. The SEC Reports, when read as a whole, as updated by the Offering Memorandum, and the Offering Memorandum when read together with the exhibits thereto, do not contain any untrue statement statements of a material fact or and do not omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present present, in all material respects, the consolidated financial position of Parent the Company as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation unaudited interim financial statements, to normal year-end adjustments and by-laws of Parent as any other adjustments described in effect on the date hereof, have been made available to the Companysuch financial statements.

Reports and Financial Statements. The filings (a) From June 5, 2013 through the date of this Agreement, Parent has filed or furnished all forms, documents and reports required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available furnished prior to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed date hereof by Parent or its predecessor it with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "“Parent SEC Reports"Documents”). As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Parent SEC Reports did not contain Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Parent included in the Parent SEC Reports Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (collectivelysubject, in the "Parent Financial Statements"case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) have been prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Companythereto).

Reports and Financial Statements. The filings required (a) Parent has previously made available to be made the Company (including through the SEC’s ▇▇▇▇▇ system) true and complete copies of (a) Parent’s Annual Reports on Form 10-KSB filed with the SEC for each of the years ended June 30, 2003 through 2005; (b) Parent’s Quarterly Reports on Form 10-QSB filed with the SEC for the quarters ended September 30, 2005 and December 31, 2005; (c) each definitive proxy statement filed by Parent with the SEC since December 31, 2003; (d) each registration statement, prospectus and its subsidiaries any amendments or supplements thereto filed by Parent with the SEC since January 1December 31, 1996 under 2003; and (e) all Current Reports on Form 8-K filed by Parent with the SEC since December 31, 2003. As of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such reports, proxy statements, registration statements, prospectuses, supplements and amendments (individually a “Parent SEC Report” and, collectively, “Parent SEC Reports”) (a) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports (collectivelyincluding any related notes and schedules) complied as to form, as of their respective dates of filing with the "Parent Financial Statements") have been SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with past practice and GAAP consistently applied during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present presented the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments). Since June 30, 2003, Parent has timely filed all material reports and other filings required to be filed by it with the SEC under the rules and regulations of incorporation and by-laws the SEC. (b) Since December 31, 2005, there has not been any material change by Parent in accounting principles, methods or policies for financial accounting purposes, except as required by concurrent changes in generally accepted accounting principles. There are no material amendments or modifications to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act, which have not been filed with the SEC but which are required to be filed. Parent maintains a reasonable process or procedure under which management of Parent as in effect is aware of or authorizes material transactions of Parent such that such transactions may be recorded on the date hereofquarterly and annual financial reports of Parent in accordance with GAAP. Parent currently conducts its business in compliance in all material respects with all laws and regulations as currently applicable to the conduct of its business, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) Parent has no material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), and, to the Knowledge of Parent, there is no reasonable basis for the assertion of any material claim or liability of any nature against Parent, except for liabilities (i) which are fully reflected in, reserved against or otherwise described in the Parent’s Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended December 31, 2005 or in Parent SEC Reports filed after such Quarterly Report, (ii) which have been made available incurred after the most recent Parent SEC Reports in the ordinary course of business, consistent with past practice, or (iii) which are obligations to perform under executory contracts in the Companyordinary course of business (none of which is a liability resulting from a breach of contract or warranty, tort, infringement or legal action).

Reports and Financial Statements. The filings required (a) Discount has previously made available to be made Hi/Lo true and complete copies of: (i) Discount's Annual Reports on Form 10-K filed with the SEC for each of the fiscal years ended 1995 through 1997; (ii) Discount's Quarterly Reports on Form 10-Q filed with the SEC for the quarter ended September 2, 1997; (iii) each definitive proxy statement filed by Parent Discount with the SEC since May 30, 1995; (iv) each final prospectus filed by Discount with the SEC since May 30, 1995; and (v) all Current Reports on Form 8-K filed by Discount with the SEC since the end of its subsidiaries last fiscal year. (b) Except as disclosed in Discount's Disclosure Letter, all of Discount's Annual Reports, Quarterly Reports, proxy statements and prospectuses filed with the SEC since January 1May 30, 1996 under 1995 (collectively, "Discount SEC Reports") at the time filed (and in the case of registration statements and proxy statements, on the dates of their effectiveness and the dates of mailing, respectively) (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent Discount SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent Discount and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto or in the case of incorporation unaudited statements, as permitted by Form 10-Q). Since May 30, 1995, Discount has timely filed all material reports, registration statements and by-laws other filings required to be filed by it with the SEC under the Exchange Act, the Securities Act and the rules and regulations of Parent as in effect on the date hereof, have been made available to the CompanySEC.

Reports and Financial Statements. The (a) Since December 31, 1993, the filings required to be made by Parent and its subsidiaries since January 1, 1996 Subsidiaries under the Securities Act, Act or the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations Act have been filed with the SEC, the FERC SEC as required by each such law or the appropriate state public utilities commission, as the case may beregulation, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, Parent and its Subsidiaries have complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. . (b) Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or any of its predecessor Subsidiaries with the SEC since January 1December 31, 1996 1993 (as such documents have since the time of their filing been amendedas filed, and any and all amendments thereto, the "Parent SEC Reports"). As of their respective dates, the . (c) The Parent SEC Reports Reports, including without limitation any financial statements or schedules included therein, at the time filed, and all forms, reports or other documents filed by Parent with the SEC after the date hereof, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were or will be made, not misleading. . (d) The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared prepared, and the audited consolidated financial statements and unaudited interim financial statements of Parent included in all forms, reports, or other documents filed by Parent with the SEC after the date hereof will be prepared, in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECQ) and fairly present in all material respects the consolidated financial position of Parent as of the respective dates thereof and or the consolidated results of its operations and cash flows for the respective periods then ended. , as the case may be, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. (e) True, accurate and complete copies of the articles Articles of incorporation Incorporation and by-laws Bylaws of Parent Parent, as in effect on the date hereof, have been made available delivered to the Company.

Reports and Financial Statements. The filings (a) Parent and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be made filed or furnished by it with the SEC (including under the Securities Act and the Exchange Act) (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”) since November 2, 2012. As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and its subsidiaries proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents filed since January 1November 2, 1996 under 2012 complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the applicable rules and regulations promulgated thereunder. Parent has made available to the Company a true , and complete copy none of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents filed since November 2, 2012 contained any untrue statement of a material fact or omit omitted to state a any 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. None of Parent’s Subsidiaries is, or at any time since November 2, 2012 has been, required to file any forms, reports or other documents with the SEC. Since November 2, 2012, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents and (ii) none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Parent included in or incorporated by reference into the Parent SEC Reports Documents filed since November 2, 2012 (collectively, the "“Parent Financial Statements"”) have been (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by From 10-Q or any successor form under the Exchange Act and subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto), (iii) have been prepared from, and except are in accordance with, the books and records of Parent and its consolidated subsidiaries in all material respects and (iv) complied, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. As of the date of this Agreement, Ernst & Young LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (c) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since November 3, 2012, (i) none of Parent or any Subsidiary of Parent nor, to the knowledge of Parent, any director or officer of Parent has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or any material complaint, allegation, assertion or claim from employees of Parent or any Subsidiary of Parent regarding questionable accounting or auditing matters with respect to unaudited statements as permitted Parent or any Subsidiary of Parent, and (ii) no attorney representing Parent or any Subsidiary of Parent, whether or not employed by Form 10-Q Parent or any Subsidiary of the SEC) and fairly present the consolidated financial position Parent, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent, any Subsidiary of Parent as or any of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Truetheir respective officers, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereofdirectors, have been made available employees or agents to the CompanyParent Board of Directors or any committee thereof, or to the General Counsel or Chief Executive Officer of Parent.

Reports and Financial Statements. The filings required Company has previously furnished to be made by Parent true and its subsidiaries since January 1, 1996 under complete copies of: (a) the Company's Annual Report on Form 10-K filed with the Securities Act, the and Exchange Act, the 1935 Act, the Federal Power Act, as amended Commission (the "Power ActSEC")) for the year ended December 31, and applicable state public utility laws and regulations have been 1996; (b) the Company's Quarterly Reports on Form 10-Q filed with the SECSEC for the quarters ended March 31, 1997 and June 30, 1997; (c) the FERC or definitive proxy statement filed by the appropriate state public utilities commissionCompany with the SEC on May 13, 1997; (d) each final prospectus filed by the Company with the SEC since July 23, 1996, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the Company with the SEC since December 31, 1996. Except as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and compliedpreviously disclosed in writing to Parent, as of their respective dates, such reports, proxy statement, and prospectuses (collectively, the "Company SEC Reports") (i) complied as to form in all material respects with all the applicable requirements of the appropriate statute Securities Act, the Exchange Act and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Company SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent Company SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of incorporation the footnote disclosures required by GAAP). Since July 23, 1996, the Company has timely filed all material reports, registration statements and by-laws other filings required to be filed by it with the SEC under the rules and regulations of Parent as in effect on the date hereof, have been made available to the CompanySEC.

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries since January 1, 1996 1998 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), Act and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 1998 (as such documents have since the time of their filing been amended, the "Parent PARENT SEC ReportsREPORTS"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial StatementsPARENT FINANCIAL STATEMENTS") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles certificate of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Company.

Reports and Financial Statements. The filings required Parent has previously furnished to be made the Company true and complete copies of: (a) Parent's Annual Reports on Form 10-K filed with the SEC for each of the years ended December 31, 1995 through 1997; (b) each definitive proxy statement filed by Parent and its subsidiaries with the SEC since December 31, 1995; (c) each final prospectus filed by Parent with the SEC since December 31, 1995, except any final prospectus on Form S-8; and (d) all Current Reports on Form 8-K filed by Parent with the SEC since January 1, 1996 under 1998. As of their respective dates, such reports, proxy statements and prospectuses (collectively, "Parent SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Report has been revised or superseded by a later filed Parent SEC Report, none of the Parent SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, in the case of incorporation the unaudited interim financial statements, to normal recurring year-end adjustments), in each case in accordance with past practice and by-laws GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 1996, Parent has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of Parent as in effect on the date hereofSEC. None of Parent's Subsidiaries is required to file any forms, have been made available to reports or other documents with the CompanySEC.

Reports and Financial Statements. The filings required to be made following reports, proxy statements and prospectuses filed by Parent the Company and its subsidiaries since January 1predecessors with the SEC are publicly available: (a) the Company's (and its predecessors') Annual Reports on Form 10-K, 1996 under as amended, filed with the Securities Act, the and Exchange Act, the 1935 Act, the Federal Power Act, as amended Commission (the "Power ActSEC")) for the years ended December 31, 1996, 1997 and applicable state public utility laws and regulations have been 1998; (b) the Company's Quarterly Reports on Form 10-Q, as amended, filed with the SECSEC for the quarters ended March 31, the FERC or the appropriate state public utilities commission1999 and June 30, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of 1999; (c) each report, schedule, registration statement and definitive proxy statement filed by Parent or the Company and its predecessor predecessors with the SEC since January 1, 1996 1996; (as such documents have d) each final prospectus filed by the Company and its predecessors with the SEC since January 1, 1996, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the time of their filing been amendedCompany with the SEC since December 31, the "Parent SEC Reports")1998. As of their respective dates, such reports, proxy statements, and prospectuses filed on or prior to the Parent date hereof (collectively, the "Company SEC Reports Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that the foregoing clause (ii) shall not apply to the financial statements included in the Company SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent Company SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated their results of its operations and cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of incorporation the footnote disclosures required by GAAP). Since January 1, 1996 and by-laws of Parent as in effect on to the date hereof, the Company and its predecessors have been made available timely filed all material reports, registration statements and other filings required to be filed by it with the CompanySEC under the rules and regulations of the SEC.

Reports and Financial Statements. The filings required to be made following reports, proxy -------------------------------- statements, and prospectuses filed by Parent and its subsidiaries since January 1, 1996 under with the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended SEC are publicly available: (the "Power Act"), and applicable state public utility laws and regulations have been a) Parent's Annual Reports on Form 10-K filed with the SECSEC for each of the years ended December 31, the FERC or the appropriate state public utilities commission1997, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto1998, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and 1999; (b) Each definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 1997; (c) Each final prospectus filed by Parent with the SEC since January 1, 1997; and (d) All Current Reports on Form 8-K filed by Parent with the SEC since December 31, 1997. (e) 10-Q, filed by Parent with the SEC for the period ended March 31, 2000. (i) complied as such documents have since to form in all material respects with the time applicable ------- requirements of their filing been amended, the "Parent SEC Reports"). As of their respective dates, Securities Act and the Parent SEC Reports Exchange Act and (ii) did not contain any untrue statement of a material fact or omit to state a any statement of material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under in which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in , except to the extent that any Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein were subsequently amended or in the notes thereto and except with respect modified by a filing prior to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available such representation is given only with respect to such Parent SEC Report as so amended or modified as of the date of such amendment or modification. Since January 1, 1997 and to the Companydate hereof, Parent has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. The filings required KPMG Peat Marwick LLP, which rendered a report with respect to be made by Parent and its subsidiaries since January 1the financial statements included in the 1998 Form 10-KSB, 1996 under are "independent public accountants" within the meaning of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute Act and the rules and regulations promulgated thereunder. Parent The Company has made available to furnished the Company a Investor with true and complete copy copies of each reportthe Company's Quarterly Reports on Form 10-QSB for the quarters ended October 31, schedule1998, registration statement January 31, 1999, and definitive proxy statement filed April 30, 1999, the Company's Registration Statement on Form SB-2 (Registration No. 333-23137) as amended by Parent or its predecessor with the SEC since January Amendment Nos. 1 and 2 and Post-Effective Amendment Nos. 1, 1996 2 and 3 thereto, the 1998 Form 10-KSB, and the Company's definitive Management Information Circular and Proxy Statement dated November 12, 1998 (as such documents have since the time of their filing been amendedcollectively, the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports were duly filed and complied in all material respects with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, and the rules and regulations of the Securities and Exchange Commission (the "Commission") thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act or the Exchange Act, as applicable, and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (collectively, the "Parent Financial Statements"i) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of thereto), (ii) present fairly, in all material respects, the SEC) and fairly present the consolidated financial position of Parent the Company and its Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation unaudited interim financial statements, to normal year-end audit adjustments and by-laws of Parent as in effect on any other adjustments described therein and the date hereof, fact that certain information and notes have been made available to condensed or omitted in accordance with the CompanySecurities Act or the Exchange Act and the rules promulgated thereunder, and (iii) are, in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. The Buyer has delivered or otherwise made available to Seller complete and accurate copies, as amended or supplemented, of (a) its Post-Effective Amendment No. 5 to its Registration Statement on Form S-1, dated January 24, 2005; (b) Annual Report on Form 10-K for the fiscal year ended September 30, 2004, as filed with the Securities and Exchange Commission (the “SEC”), and (c) all other reports, registrations statements or other filings made by the Buyer under the Exchange Act or the Securities Act with the SEC since September 30, 2004 (the reports and filings listed in (a)-(c) above are hereinafter referred to as the “Buyer SEC Reports”). The Buyer SEC Reports include all of the documents required to be made filed by Parent and its subsidiaries the Buyer under Section 15(d) of the Exchange Act with the SEC since January 1September 30, 1996 under 2004. The Buyer SEC Reports complied in all material respects with the requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute Act and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports")thereunder when filed. As of their respective dates, the Parent Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent Buyer SEC Reports (collectivelyi) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto when filed, the "Parent Financial Statements"(ii) have been were prepared in all material respects in accordance with GAAP (GAAP, applied on a consistent basis throughout the periods covered thereby except as may be indicated therein or in the notes thereto thereto, and except with respect to unaudited statements in the case of quarterly financial statements, as permitted by Form 10-Q of under the SECExchange Act, (iii) and fairly present in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated condition, results of its operations and cash flows of the Buyer as of the respective dates thereof and for the periods then ended. Truereferred to therein, accurate and complete copies (iv) are consistent in all material respects with the books and records of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the CompanyBuyer.

Reports and Financial Statements. The filings (a) From December 31, 2007 through the date of this Agreement, Parent has filed or furnished all forms, documents and reports required to be made filed or furnished by it with the SEC (the “Parent and its subsidiaries since January 1SEC Documents”). None of Parent’s Subsidiaries is required to make any filings with the SEC. As of their respective dates, 1996 under or, if amended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act and the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the applicable rules and regulations promulgated thereunder. Parent has made available to the Company a true , and complete copy none of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Parent included in the Parent SEC Reports Documents (collectively, the "Parent Financial Statements"i) have been prepared from, and are based upon the books and records of Parent and its consolidated subsidiaries and (ii) fairly present in accordance all material respects the consolidated financial position of Parent and its consolidated subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q thereto). (c) To the knowledge of the SEC) and fairly present the consolidated financial position of Parent Parent, as of the dates thereof and the consolidated results date of its operations and cash flows for the periods then ended. Truethis Agreement, accurate and complete copies there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the CompanyParent.

Reports and Financial Statements. The filings (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be made filed or furnished prior to the date hereof by Parent and its subsidiaries it with the SEC since January 1, 1996 under 2018 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied, as to form, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as none of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. , except that information set forth in the Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules thereto) of Parent included in the Parent SEC Reports Documents (collectively, the "“Parent Financial Statements"”) have been (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto), (iii) have been prepared from, and except are in accordance with, the books and records of Parent and its consolidated Subsidiaries and (iv) comply in all material respects with respect to unaudited statements as permitted by Form 10-Q the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) and fairly present the consolidated financial position of Parent as As of the dates thereof and the consolidated results date of its operations and cash flows for the periods then ended. Truethis Agreement, accurate and complete copies there are no outstanding or unresolved comments in any comment letters of the articles staff of incorporation and by-laws of the SEC received by Parent as in effect on relating to the date hereof, have been Parent SEC Documents. Parent has heretofore made available to the Company, through ▇▇▇▇▇ or otherwise, true, correct and complete copies of all material written correspondence between Parent or any of its Subsidiaries and the SEC occurring since January 1, 2018. As of the date of this Agreement, none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent Financial Statements or the Parent SEC Documents.

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been has filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has heretofore made available to the Company a true and complete copy of each reportcopies of, scheduleall forms, registration statement reports, schedules, statements and definitive proxy statement other documents required to be filed by Parent it and its Subsidiaries since December 31, 1993 under the Exchange Act or its predecessor with the SEC since January 1, 1996 Securities Act (as such documents have been amended since the time of their filing been amendedfiling, collectively, the "Parent SEC ReportsDocuments"). As of their respective datesdates or, if amended, as of the date of the last such amendment, the Parent SEC Reports Documents, including, without limitation, any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingmisleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The audited Each of the consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectivelyDocuments have been prepared from, and are in accordance with, the "books and records of the Parent Financial Statements") and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods then ended. Truepresented therein (subject, accurate and complete copies in the case of the articles of incorporation and by-laws of Parent as in effect on the date hereofunaudited interim financial statements, have been made available to the Companynormal year end adjustments).

Reports and Financial Statements. The filings Since December 31, 1996, to the extent IXC has been required to be made by Parent and its subsidiaries since January 1, 1996 make filings under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and Act or applicable state public utility laws and regulations have been regulations, IXC has filed with the SEC, the FERC SEC or the appropriate applicable state public utilities commissionregulatory authority, as the case may be, including all forms, statements, reports, agreements reports and documents (including all documents, exhibits, amendments and supplements appertaining thereto) required to be filed by it under each of the Securities Act, the Exchange Act and applicable state laws and regulations, and compliedthe respective rules and regulations thereunder, as all of their respective dates, which complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent IXC has made available previously delivered to the Company a Network true and complete copy copies of each reportits (a) Annual Reports on Form 10-K for the fiscal year ended December 31, schedule1996, as filed with the SEC, which includes the audited consolidated financial statements of IXC for the fiscal year then ended (the "IXC Financial Statements"), (b) proxy and information statements relating to all meetings of its shareholders (whether annual or special), and actions by written consent in lieu of a shareholders' meeting, from December 31, 1996 until the date hereof, (c) all other reports or registration statement and definitive proxy statement statements filed by Parent or its predecessor IXC with the SEC since January 1December 31, 1996 (as such documents have since the time of their filing been amendedcollectively, the "Parent IXC SEC Reports"). As of their respective dates, the Parent IXC SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent IXC included in the Parent IXC SEC Reports (collectively, and the "Parent IXC Financial Statements") Statements have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present in all material respects the consolidated financial position of Parent IXC and its subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended. True, accurate and complete copies subject, in the case of the articles unaudited interim financial statements, to normal year-end and audit adjustments and the absence of incorporation explanatory footnotes. The IXC Financial Statements contain and by-laws reflect adequate reserves as of Parent as in effect on the date hereofthereof for all known liabilities or obligations of any nature, whether absolute, contingent or otherwise, in accordance with GAAP. The unaudited interim financial statements of IXC included in the IXC SEC Reports, have been made available to similarly prepared and contain and reflect adequate reserves as of the Companydate thereof for all known liabilities or obligations of any nature, whether absolute, contingent or otherwise, in accordance with GAAP.

Reports and Financial Statements. The filings (a) From January 1, 2014 through the date of this Agreement, Buyer Parent has filed or furnished all forms, documents and reports required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available furnished prior to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed date hereof by Parent or its predecessor it with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "“Buyer Parent SEC Reports"Documents”). As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Buyer Parent SEC Reports did not contain Documents complied in all material respects with the requirements of the Exchange Act and the applicable rules and regulations promulgated thereunder, and none of the Buyer Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Buyer Parent included in the Buyer Parent SEC Reports Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of Buyer Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (collectivelysubject, in the "Parent Financial Statements"case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) have been prepared in accordance conformity with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Companythereto).

Reports and Financial Statements. The filings Parent has previously furnished the Company with true and complete copies of its (i) Registration Statement No. 333-8147 on Form S-1 effective October 3, 1996, as filed with the Securities and Exchange Commission (the "Commission"), (ii) Annual Report on Form 10-K for the fiscal year ended June 30, 1997, as filed with the Commission, (iii) Quarterly Report on Form 10-Q for the quarter ended December 31,1997, as filed with the Commission, (iv) proxy statements related to all meetings of its shareholders (whether annual or special) since October 4, 1996, and (v) all other reports or registration statements filed by Parent with the Commission since October 4, 1996, except for preliminary material, which are all the documents that Parent was required to be made by file with the Commission since that date (the documents in clauses (i) through (v) being referred to herein collectively as the "Parent and its subsidiaries since January 1SEC Reports"). As of their respective dates, 1996 under the Parent SEC Reports complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available of the Commission thereunder applicable to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto (collectively, except as may be indicated thereon or in the "notes thereto). The financial statements included in the Parent Financial Statements") SEC Reports: have been prepared in accordance with GAAP generally accepted accounting principles in effect as of such time applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of thereto); present fairly, in all material respects, the SEC) and fairly present the consolidated financial position of Parent and its subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles unaudited interim financial statements, to normal year-end adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and are in all material respects in accordance with the books of incorporation account and by-laws records of Parent and its subsidiaries. As of December 31, 1997, there was no basis for any claim or liability of any nature against Parent or its subsidiaries, whether absolute, accrued, contingent or otherwise that would be required to be reflected on, or reserved against on a balance sheet of Parent, or in the notes thereto, prepared in accordance with the published rules and regulations of the Commission and generally accepted accounting principles, which, alone or in the aggregate, has had, or would reasonably be expected to have, a Parent Material Adverse Effect, other than as reflected in effect on the date hereof, have been made available to the CompanyParent SEC Reports.

Reports and Financial Statements. The filings required R&B has previously furnished to be made by Parent FDC true and its subsidiaries since January 1, 1996 under complete copies of: (a) R&B's Annual Reports on Form 10-K filed with the Securities Act, the and Exchange Act, the 1935 Act, the Federal Power Act, as amended Commission (the "Power ActSEC")) for each of the years ended December 31, and applicable state public utility laws and regulations have been 1994 through 1996; (b) R&B's Quarterly Report on Form 10-Q filed with the SECSEC for the quarter ended March 31, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of 1997; (c) each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor R&B with the SEC since December 31, 1994; (d) each final prospectus filed by R&B with the SEC since December 31, 1994, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by R&B with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports")1997. As of their respective dates, such reports, proxy statements and prospectuses (collectively, the Parent "R&B SEC Reports Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any R&B SEC Report has been revised or superseded by a later filed R&B SEC Report, none of the R&B SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent R&B SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent R&B and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and generally accepted accounting principles in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 1996, R&B has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the CompanySEC.

Reports and Financial Statements. The filings Parent has filed with the SEC all forms, statements, reports and documents (including all post-effective amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 it under each of the Securities Act, the Exchange ActAct and the respective rules and regulations thereunder, the 1935 Act, the Federal Power Actall of which, as amended (the "Power Act")if applicable, and applicable state public utility laws and regulations have been complied when filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent has made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended March 31, 1999 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a true stockholders' meeting from January 1, 1997, until the date hereof, and complete copy of each report(c) all other reports, scheduleincluding quarterly reports, and registration statement and definitive proxy statement statements filed by Parent or its predecessor with the SEC since January 1, 1996 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as such documents have since the time of their filing been amended, the "PARENT SEC REPORTS"). The Parent SEC Reports")Reports are identified on the Parent Disclosure Schedule. As of their respective datesfiling dates (and, in the case of any registration statement, on the date it was declared effective), the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial StatementsPARENT FINANCIAL STATEMENTS") have been prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present present, in all material respects, the consolidated financial position of Parent and its subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies subject, in the case of the articles of incorporation unaudited interim financial statements, to normal year-end and by-laws of Parent as in effect on the date hereof, have been made available to the Companyaudit adjustments and any other adjustments described therein.

Reports and Financial Statements. The filings Since December 31, 1992, Parent and each of its Subsidiaries have filed all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 them under each of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with of Parent's and its Subsidiaries' jurisdictions of incorporation and the SECrespective rules and regulations thereunder, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, which complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent has made available delivered to the Company a true and complete copy copies of each reportits (a) Annual Reports on Form 10-K, scheduleQuarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed by Parent or any of its subsidiaries with the SEC from January 1, 1993 until the date hereof, (b) proxy and information statements relating to all meetings of its shareholders (whether annual or special) and actions by written consent in lieu of a shareholder's meeting from January 1, 1993, until the date hereof and (c) all other reports or registration statement and definitive proxy statement statements filed by Parent or its predecessor subsidiaries with the SEC since from January 1, 1996 1994, until the date hereof (as such documents have since other than registration statements on Form S-8 and the time of their filing been amendedregistration statement on Form S-3 for the Parent Dividend Reinvestment Plan) (collectively, the "Parent SEC Reports") and (d) audited consolidated financial statements of Parent for the fiscal year ended December 31, 1996, and its unaudited consolidated financial statements for the three months ended March 31, 1997 and for the six months ended June 30, 1997 (collectively, the "Recent Parent Financial Statements"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports and the Recent Parent Financial Statements (collectively, the "Parent Financial Statements") have been prepared fairly present the financial position of Parent and its Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended in accordance conformity with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q thereto) subject, in the case of the SEC) unaudited interim financial statements, to normal year-end and fairly present the consolidated financial position of Parent as of the dates thereof audit adjustments and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Companyany other adjustments described therein.

Reports and Financial Statements. The filings (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be made filed or furnished prior to the date hereof by Parent and its subsidiaries it with the SEC since January 1, 1996 under 2009 (the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act and the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the applicable rules and regulations promulgated thereunder. Parent has made available to the Company a true , and complete copy none of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Parent included in the Parent SEC Reports Documents fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (collectivelysubject, in the "Parent Financial Statements"case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) have been prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Companythereto).

Reports and Financial Statements. The filings required Parent has previously furnished to be made the Company true and complete copies of: (a) Parent's Annual Reports on Form 10-K filed with the SEC for each of the years ended December 31, 1994 through 1996; (b) Parent's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended March 31, 1997 and June 30, 1997; (c) each definitive proxy statement filed by Parent with the SEC since December 31, 1994; (d) each final prospectus filed by Parent with the SEC since December 31, 1994, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by Parent with the SEC since December 31, 1996. As of their respective dates, such reports, proxy statements and its subsidiaries since January 1prospectuses (collectively, 1996 under "Parent SEC Reports") (i) complied as to form in all material respect with the applicable requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Parent SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of incorporation the footnote disclosures required by GAAP). Since September 30, 1996, Parent has timely filed all material reports, registration statements and by-laws other filings required to be filed by it with the SEC under the rules and regulations of Parent as in effect on the date hereof, have been made available to the CompanySEC.

Reports and Financial Statements. The filings Except as set forth in Schedule 4.06, the Company has timely filed all reports required to be made by Parent filed with the Securities and its subsidiaries Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January 1, 1996 under the Securities Act1995 (collectively, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power ActCompany SEC Reports"), and applicable state public utility laws has previously made available to Parent true and regulations have been filed complete copies of all such Company SEC Reports. Such Company SEC Reports, as of their respective dates except to the extent that such Company SEC Reports were subsequently amended or restated, complied in all material respects with the SEC, applicable requirements of the FERC or Securities Act and the appropriate state public utilities commissionExchange Act, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as none of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the such Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim Except to the extent that such Company SEC Reports were subsequently amended or restated, the financial statements of Parent the Company included in the Parent Company SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") consistently applied throughout the periods indicated (except as may be indicated otherwise noted therein or or, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of unaudited statements to normal recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its operations and cash flows of the Company and its consolidated Subsidiaries for the periods then ended. TrueSince December 31, accurate and complete copies 1996, there has been no change in any of the articles significant accounting (including tax accounting) policies, practices or procedures of incorporation and by-laws the Company or any of Parent as in effect on the date hereof, have been made available to the Companyits consolidated Subsidiaries.

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent Company has made available to the Company a Liberty and Parent true and complete copy copies of each report, schedule, registration statement all Company Commission Filings filed prior to the date hereof and definitive proxy statement agrees to provide Liberty with true and complete copies of all Company Commission Filings filed after the date hereof. The Company Commission Filings constitute all of the documents (other than preliminary material) required to be filed by Parent or its predecessor the Company with the SEC Commission since January September 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports")1993. As of their respective dates, each of the Parent SEC Reports did not contain Company Commission Filings complied and, in the case of filings after the date hereof, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations under each such Act, and none of the Company Commission Filings contained as of such date any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated When filed with the Commission, the financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, Company Commission Filings complied as to form in all material respects with the "Parent Financial Statements") have been applicable rules and regulations of the Commission and were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto or schedules thereto), and except with respect to unaudited such financial statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent the Company and its consolidated subsidiaries as of at the dates thereof and the consolidated results of its their operations and their consolidated cash flows for the periods then ended. True, accurate and complete copies subject, in the case of the articles of incorporation unaudited interim financial statements, to normal, recurring year-end audit adjustments. Except as and by-laws of Parent as in effect on the date hereof, have been made available to the extent reflected or reserved against in the financial statements included in the Company's Quarterly Report on Form 10-Q for the quarter ended August 31, 1999 (the "Company Form 10-Q") or as disclosed therein, the Company did not as of such date have any material liability or obligation of any kind, whether accrued, absolute, contingent, unliquidated or other and whether due or to become due (including any liability for breach of contract, breach of warranty, torts, infringements, claims or lawsuits). Since August 31, 1999, the Company has not incurred any liability or obligation of any kind that alone or in the aggregate is material, except in the ordinary course of business.

Reports and Financial Statements. The filings Since January 1, 2003, Buyer has filed all reports and statements, together with any amendments required to be made by Parent and its subsidiaries since January 1with respect thereto, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended that it was required to file with (the "Power Act"), and applicable state public utility laws and regulations have been filed with i) the SEC, the FERC or the appropriate state public utilities commissionincluding, as the case may bebut not limited to, including all formsForm 10-K, Forms 10-Q and proxy statements, reports, agreements and all documents, exhibits, amendments (ii) other regulatory authorities and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all (iii) applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent state securities or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports")banking authorities. As of their respective dates, each of such reports and documents, including the Parent SEC Reports Buyer financial statements included therein, exhibits, and schedules thereto, complied in all material respects with applicable laws. As of its respective date, each such report and document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, made therein in light of the circumstances under which they were made, not misleading. The audited consolidated Since January 1, 2003, except for normal examinations conducted by the regulatory authorities in the regular course of the business of the Buyer and its subsidiaries, no regulatory authority has instituted any proceeding or, to the knowledge of Buyer, investigations into the business or operations of Buyer or its subsidiaries. Buyer financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports such reports (collectivelyexcluding call reports), the "Parent Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and for the periods covered thereby: (i) are or if dated after the date of this Agreement, will be, in accordance with the books and records of the Buyer, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (ii) present, or will present, fairly the consolidated financial position of the Buyer as of the dates indicated and the consolidated results of its operations operation, changes in stockholders equity and cash flows of Buyer, on a consolidated basis, for the periods then ended. Trueindicated in accordance with generally accepted accounting principles (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto, accurate and complete copies or in the case of the articles of incorporation and byinterim financial statements, to normal year-laws of Parent as in effect on the date hereof, have been made available to the Companyend adjustments that are not material).

Reports and Financial Statements. (a) The filings required Buyer has previously furnished to be made by Parent the Debtors true and its subsidiaries since January 1complete copies, 1996 under each as amended or supplemented to date, of (i) the Securities ActBuyer's Annual Report on Form 10-K for the fiscal year ended December 31, the Exchange Act, the 1935 Act, the Federal Power Act1997, as amended (filed by the "Power Act"), and applicable state public utility laws and regulations have been filed Buyer with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including and (ii) all formsother reports, statements, reports, agreements exhibits and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement other documents filed by Parent or its predecessor the Buyer with the SEC under Section 13 or 15 of the Exchange Act (which are all the reports, statements, exhibits and other documents required to be so filed) since January 1December 31, 1996 1997 (such materials, together with any amendments or supplements thereto, collectively being referred to herein as such documents have since the time of their filing been amended, the "Parent SEC Buyer Reports"). As of their respective dates, the Parent Buyer Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer Reports and the Buyer Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Buyer included in the Parent SEC Buyer Reports (collectivelyi) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "Parent Financial Statements"(ii) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements thereto, and, in the case of interim financial statements, as permitted by Form 10-Q of under the SECExchange Act), (iii) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated condition, results of its operations and cash flows of the Buyer as of the respective dates thereof and for the periods then ended. Truereferred to therein, accurate and complete copies (iv) are consistent with the books and records of the articles Buyer. (b) The accounts receivable of incorporation the Buyer and by-laws of Parent as in effect its subsidiaries reflected on the consolidated balance sheet of the Buyer as of June 30, 1998 (the "Buyer Balance Sheet Date"), filed by the Buyer as part of its Quarterly Report on Form 10-Q for the quarter that ended on such date hereof(the "Most Recent Buyer Balance Sheet"), have and those arising since the date of the Most Recent Buyer Balance Sheet, are valid receivables subject to no set-offs or counterclaims, net of a reserve for bad debts, which reserve is reflected on the Most Recent Buyer Balance Sheet. The inventories of the Buyer and its subsidiaries reflected on the Most Recent Buyer Balance Sheet are of a quality and quantity useable and/or saleable in the Ordinary Course of Business, except as written down to net realizable value on the Most Recent Buyer Balance Sheet. All inventory shown on the Most Recent Buyer Balance Sheet has been made available to priced at the Companylower of cost or net realizable value.

Reports and Financial Statements. The Except as set forth in Section 7.5 of the Western Resources Disclosure Schedule, the filings required to be made by Parent Western Resources, KGE and its subsidiaries the Western Resources Subsidiaries since January 1, 1996 1994 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Atomic Energy Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC FERC, the NRC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in a Western Resources Material Adverse Effect. Parent has made available to the Company a true and complete copy of "Western Resources SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC by Western Resources and KGE pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1996 (1994, as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent Western Resources SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Western Resources included in the Parent Western Resources SEC Reports (collectively, the "Parent Western Resources Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent Western Resources and KGE as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the Western Resources Articles, Western Resources' By-Laws, the articles of incorporation of KGE and the by-laws of Parent KGE, as in effect on the date hereof, have been made available to are included (or incorporated by reference) in the CompanyWestern Resources SEC Reports.

Reports and Financial Statements. The filings Since March 31, 1996, to the extent Network has been required to be made by Parent and its subsidiaries since January 1, 1996 make filings under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and Act or applicable state public utility laws and regulations have been regulations, Network has filed with the SEC, the FERC SEC or the appropriate applicable state public utilities commissionregulatory authority, as the case may be, including all forms, statements, reports, agreements reports and documents (including all documents, exhibits, amendments and supplements appertaining thereto) required to be filed by it under each of the Securities Act, the Exchange Act and applicable state laws and regulations, and compliedthe respective rules and regulations thereunder, as all of their respective dates, which complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent Network has made available previously delivered to the Company a IXC true and complete copy copies of each reportits (a) Annual Report on Form 10-K for the fiscal year ended March 31, schedule1997, as filed with the SEC, which includes the audited consolidated financial statements of Network and the Subsidiaries for the fiscal year then ended (the "Network Financial Statements"), (b) interim report on Form 10-Q for the quarters ended June 30, and September 30, 1997, which includes unaudited consolidated financial statements of Network and the Subsidiaries for the fiscal quarters then ended (the "Network Recent Financial Statements"), (c) proxy and information statements relating to all meetings (whether annual or special) of its shareholders (the "Shareholders"), and actions by written consent in lieu of a Shareholders' meeting, from March 31, 1997 until the date hereof, and (d) all other reports or registration statement and definitive proxy statement statements filed by Parent or its predecessor Network with the SEC since January 1June 30, 1996 1997 (as such documents have since the time of their filing been amendedcollectively, the "Parent Network SEC Reports"). As of their respective dates, the Parent Network SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Network and the Subsidiaries included in the Parent Network SEC Reports (collectively, and the "Parent Network Financial Statements") Statements have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present in all material respects the consolidated financial position of Parent Network and the Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended. True, accurate and complete copies subject, in the case of the articles unaudited interim financial statements, to normal year-end and audit adjustments and the absence of incorporation explanatory notes. The Network Financial Statements contain and by-laws reflect adequate reserves for (a) all known liabilities or obligations of Parent as any nature, whether absolute, contingent or otherwise, in effect on accordance with GAAP and (b) all reasonably anticipated losses and costs in excess of expected revenue relating to such loss. The unaudited consolidated interim financial statements of Network, and the date hereofSubsidiaries included in the Network SEC Reports, have been made available to the Companysimilarly prepared and contain and reflect adequate reserves for (a) all known liabilities or obligations of any nature, whether absolute, contingent or otherwise, in accordance with GAAP and (b) all reasonably anticipated losses.

Reports and Financial Statements. The filings (a) Parent has filed all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amendedcollectively, the "Parent SEC Reports"). As Parent has previously furnished or made available to the Company true and complete copies of all Parent SEC Reports filed prior to the date hereof. None of the Parent SEC Reports, as of their respective dates, the Parent SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements Each of Parent the balance sheets (including the related notes) included in the Parent SEC Reports (collectivelypresents fairly, the "Parent Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present all material respects, the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof thereof, and the consolidated other related statements (including the related notes) included in the Parent SEC Reports present fairly, in all material respects, the results of its operations and cash flows the changes in financial position of Parent and its Subsidiaries for the respective periods then ended. True, accurate and complete copies or as of the articles respective dates set forth therein, all in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of incorporation the unaudited interim financial statements, to normal year-end adjustments. All of the Parent SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and by-laws of Parent as in effect on the date hereof, have been made available to the Companyapplicable rules and regulations thereunder.

Reports and Financial Statements. The filings required to be made by Parent LILCO and its subsidiaries the LILCO Subsidiaries since January 1, 1996 1994 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), Atomic Energy Act and applicable state public utility laws and regulations have been filed with the SEC, the FERC FERC, the NRC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent LILCO has made available to the Company BUG a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor LILCO with the SEC since January 1, 1996 1994 (as such documents have since the time of their filing been amended, the "Parent LILCO SEC ReportsREPORTS"). As of their respective dates, the Parent LILCO SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent LILCO included in the Parent LILCO SEC Reports (collectively, the "Parent Financial StatementsLILCO FINANCIAL STATEMENTS") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent LILCO as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles Restated Certificate of incorporation Incorporation and byBy-laws of Parent LILCO, as in effect on the date hereof, have been made available to are included (or incorporated by reference) in the CompanyLILCO SEC Reports.

Reports and Financial Statements. The filings required (a) San Telmo's: (i) Information Circular dated August 22, 2005 relating to the annual and extraordinary general meeting of shareholders to be made by Parent held October 17, 2005; (ii) audited financial statements and its subsidiaries since January 1related management's discussion and analysis as at and for the years ended April 30, 1996 under 2005 and 2004; and (iii) unaudited interim financial statements and related management's discussion and analysis as at and for the Securities Actthree months ended July 31, the Exchange Act2005, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, each as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The misleading and complied in all material respects with all applicable Laws. (b) San Telmo's audited financial statements as at and for the years ended April 30, 2005 and 2004 and its unaudited financial statements as at and for the three months ended July 31, 2005 have been prepared in accordance with generally accepted accounting principles applicable in Canada ("GAAP") on a consistent basis with prior periods and fairly present, in accordance with GAAP, the consolidated financial statements position, results of operations and changes in financial position of San Telmo as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments). (c) San Telmo will deliver to Rolling Thunder as soon as they become available true and complete copies of any reports or statements filed by it with Securities Authorities subsequent to the date hereof. As of their respective dates, such reports and statements (excluding any information therein provided by Rolling Thunder, as to which San Telmo makes no representation) to the extent that such reports or statements are required by applicable Laws, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable Laws. The financial statements of Parent San Telmo issued by San Telmo or to be included in the Parent SEC Reports such reports and statements (collectivelyexcluding any information therein provided by Rolling Thunder, the "Parent Financial Statements"as to which San Telmo makes no representation) have been will be prepared in accordance with GAAP (except (A) as may be otherwise indicated therein or in such financial statements and the notes thereto and except with respect or, in the case of audited statements, in the related report of San Telmo's independent accountants or (B) in the case of unaudited interim financial statements, to unaudited statements as permitted by Form 10-Q of the SECextent they may not include footnotes or may be condensed or summary statements) and will present fairly present the consolidated financial position, results of operations and changes in financial position of Parent San Telmo as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Trueindicated therein (subject, accurate and complete copies in the case of the articles of incorporation and by-laws of Parent as in effect on the date hereofany unaudited interim financial statements, have been made available to the Companynormal year end audit adjustments).

Reports and Financial Statements. The filings required Parent has previously made available to be made the Company true and complete copies of Parent's Annual Reports on Form 10-K filed with the SEC for each of the years ended December 31, 1997 through 1999, Parent's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 30, 2000, each definitive proxy statement filed by Parent with the SEC since December 31, 1997, each final prospectus filed by Parent with the SEC since December 31, 1997 and its subsidiaries all Current Reports on Form 8-K filed by Parent with the SEC since January 1December 31, 1996 under 1999. As of their respective dates, such reports, proxy statements and prospectuses (collectively, "Parent SEC Reports") (a) complied as to form in all material respect with the applicable requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information in any Parent SEC Report has been revised or superseded in a later filed Parent SEC Report, none of the Parent SEC Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports (collectivelyincluding any related notes and schedules) complied as to form, as of their respective dates of filing with the "Parent Financial Statements") have been SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with past practice and GAAP consistently applied during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present presented the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments). Since December 31, 1997, Parent has timely filed all material reports and other filings required to be filed by it with the SEC under the rules and regulations of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the CompanySEC.

Reports and Financial Statements. The filings required FDC has previously furnished to be made R&B true and complete copies of: (a) FDC's Annual Reports on Form 10-K filed with the SEC for each of the years ended December 31, 1994 through 1996; (b) FDC's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended March 31, 1997; (c) each definitive proxy statement filed by Parent and its subsidiaries FDC with the SEC since December 31, 1994; (d) each final prospectus filed by FDC with the SEC since December 31, 1994, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by FDC with the SEC since January 1, 1996 under 1997. As of their respective dates, such reports, proxy statements and prospectuses (collectively, "FDC SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any FDC SEC Report has been revised or superseded by a later filed FDC SEC Report, none of the FDC SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statement therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent FDC SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent FDC and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with past practice and GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 1996, FDC has timely filed all material reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the CompanySEC.

Reports and Financial Statements. (a) The filings required Company has made available to be made by Parent and Magellan copies of its subsidiaries (a) Annual Reports on Form 10-K for the fiscal year ended July 31, 1998 and for each of the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) since January 1, 1996 under and (ii) any actions by written consent in lieu of a stockholders' meeting since January 1, 1996, until the Securities Actdate hereof, if any, and (c) all other reports, including quarterly reports, or registration statements filed by the Exchange ActCompany with the SEC since January 1, the 1935 Act, the Federal Power Act, as amended 1996 (other than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c), including the exhibits filed therewith, are collectively referred to as the "Power ActCompany SEC Reports"). ------------------- (b) The Company has filed all forms, reports, statements and applicable state public utility laws and regulations have been other documents required to be filed by it with the SEC since January 1, 1996. No Subsidiary of the Company is required to file any report, form or other document with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as . As of their respective dates, the Company SEC Reports complied in all material respects with all applicable requirements of the appropriate statute Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder. Parent has made available thereunder applicable to the such Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). . (c) As of their respective datesdates (and as of the effective date of any registration statement as amended or supplemented filed by the Company), the Parent Company SEC Reports did not contain any untrue statement of a any material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (d) The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent the Company included in the Parent such Company SEC Reports (collectively, the "Parent Company Financial Statements") have been ---------------------------- prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present in all material respects the consolidated financial position of Parent the Company and its Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. True, accurate and complete copies subject, in the case of the articles unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein that are not material in amount or effect. (e) Neither the Company nor any of incorporation its Subsidiaries has any debts, liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or disclosed or reserved against in, a consolidated balance sheet of the Company and byits Subsidiaries or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (a) debts, liabilities and obligations that were so reserved on, or disclosed or reflected in, the consolidated balance sheet of the Company and its Subsidiaries as of October 31, 1998 and the notes thereto, included in the Quarterly Report on Form 10-laws Q of Parent the Company for the quarter then ended, or the consolidated balance sheet of the Company and its Subsidiaries as of July 31, 1998 and the notes thereto, included in effect the Annual Report on Form 10-K of the date hereofCompany for the year then ended, have been made available to and (b) debts, liabilities or obligations arising in the Companyordinary course of business since October 31, 1998.

Reports and Financial Statements. The filings Buyer has timely filed all -------------------------------- reports required to be made by Parent and its subsidiaries since January 1, 1996 under filed with the SEC pursuant to the Exchange Act or the Securities ActAct (collectively, the "Buyer SEC Reports") and has previously made available to the Sellers and the Company true and complete copies of all such Buyer SEC Reports. Such Buyer SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all formsand, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amendedtaken together, the "Parent SEC Reports"). As of their respective dates, the Parent Buyer SEC Reports did not contain any no untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Buyer included in the Parent Buyer SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods indicated (except as may be indicated otherwise noted therein or or, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-Q of the SEC) and fairly present (subject to, in the case of unaudited statements, to normal, recurring year end adjustments and any other adjustments described therein) the consolidated financial position of Parent Buyer and its consolidated Subsidiaries as of the dates date thereof and the consolidated results of its operations and cash flows of Buyer and its consolidated Subsidiaries for the periods then ended. TrueSince January 1, accurate and complete copies 1996, there has been no change in any of the articles significant accounting (including tax accounting) policies, practices or procedures of incorporation and bythe Buyer of any of its consolidated Subsidiaries except for the change in Buyer's fiscal year end disclosed in Buyer's Current Report on Form 8-laws of Parent as in effect on the date hereofK dated January 9, have been made available to the Company1997.

Reports and Financial Statements. The filings (a) Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be made filed or furnished prior to the date hereof by it with the SEC since July 12, 2012 (all such documents and reports filed or furnished by a Parent and Entity or any of its subsidiaries since January 1Subsidiaries, 1996 under the "Parent SEC Documents "). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the applicable rules and regulations promulgated thereunder. Parent has made available to the Company a true , and complete copy none of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included , except that information set forth in the Parent SEC Reports Documents as of a later date (collectively, but before the date of this Agreement) will be deemed to modify information as of an earlier date. (b) The consolidated financial statements (including all related notes and schedules) of each Parent Entity included in the applicable Parent SEC Documents (the "Parent Financial Statements") have been (i) fairly present in all material respects the consolidated financial position of such Parent Entity and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto), (iii) comply in all material respects with the applicable accounting requirements and except with respect to unaudited statements as permitted by Form 10-Q the rules and regulations of the SEC) and fairly present , the consolidated financial position of Parent as of the dates thereof Exchange Act and the consolidated results Securities Act. (c) As of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the CompanyParent SEC Documents.

Reports and Financial Statements. The filings (a) PharmAthene has filed or furnished all forms, documents and reports required to be made by Parent and its subsidiaries filed or furnished since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed 2008 by Parent or its predecessor it with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent “PharmAthene SEC Reports"Documents”). As of their respective dates, or, if amended, as of the Parent date of the last such amendment (excluding any amendments made after the date of this Agreement), the PharmAthene SEC Reports did not contain Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the PharmAthene SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the knowledge of PharmAthene, none of the PharmAthene SEC Documents is the subject of any outstanding SEC comments or outstanding SEC investigation. No Subsidiary of PharmAthene is required to file any form or report with the SEC. PharmAthene has made available to Theraclone all material correspondence (if such correspondence has occurred since January 1, 2008) between the SEC on the one hand, and PharmAthene and any of its Subsidiaries, on the other hand received by PharmAthene prior to the date of this Agreement. The audited consolidated financial certifications and statements required by (A) Rule 13a-14 under the Exchange Act and unaudited interim financial statements (B) 18 U.S.C. §1350 (Section 906 of Parent included in the Parent S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the PharmAthene SEC Reports Documents (collectively, the "Parent Financial Statements"“Certifications”) have been prepared are accurate and complete and comply as to form and content with all applicable Law. As used in this Section 4.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) The consolidated financial statements (including all related notes and schedules) of PharmAthene included in PharmAthene SEC Documents fairly present in all material respects the consolidated financial position of PharmAthene and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in each case in accordance with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto). (c) Except as noted in Section 4.4(c) of the PharmAthene Disclosure Schedule, PharmAthene is in compliance with all applicable NYSE MKT LLC listing rules and except requirements and continued listing standards, and, to PharmAthene’s knowledge, there are no facts that cause or could reasonably be expected to cause PharmAthene to be non-compliant with any applicable NYSE MKT LLC listing rules and requirements and continued listing standards. (d) PharmAthene auditor has at all times since the date of enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act); (ii) to the knowledge of the PharmAthene, “independent” with respect to unaudited statements as permitted by Form 10the PharmAthene within the meaning of Regulation S-Q X under the Exchange Act; and (iii) to the knowledge of the SECPharmAthene, in compliance with subsections (g) and fairly present the consolidated financial position through (l) of Parent as Section 10A of the dates thereof Exchange Act and the consolidated results of its operations rules and cash flows for regulations promulgated by the periods then ended. TrueSEC and the Public Company Accounting Oversight Board thereunder. (e) Since January 1, accurate 2008, there have been no formal internal investigations regarding financial reporting or accounting policies and complete copies practices discussed with, reviewed by or initiated at the direction of the articles chief executive officer or chief financial officer of incorporation PharmAthene, the Board of Directors of PharmAthene or any committee thereof, other than ordinary course audits or reviews of accounting policies and bypractices or internal controls required by the S▇▇▇▇▇▇▇-laws ▇▇▇▇▇ Act. Since January 1, 2008, neither PharmAthene nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of Parent as internal accounting controls utilized by PharmAthene, (ii) any fraud, whether or not material, that involves PharmAthene’s management or other employees who have a role in effect on the date hereof, have been made available to preparation of financial statements or the Companyinternal accounting controls utilized by PharmAthene or (iii) any claim or allegation regarding any of the foregoing.

Reports and Financial Statements. The filings Since January 1, 1993, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 it under each of the Securities Act, the Exchange ActAct and the respective rules and regulations thereunder, the 1935 Act, the Federal Power Actall of which, as amended (the "Power Act")if applicable, and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent has made available previously delivered to the Company copies of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1994 and for each of the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a true stockholders' meeting from January 1, 1993, until the date hereof, and complete copy of each report(c) all other reports, scheduleincluding quarterly reports, or registration statement and definitive proxy statement statements filed by Parent or its predecessor with the SEC since January 1, 1996 1993 (as such documents have since the time of their filing been amendedother than Registration Statements filed on Form S-8) (collectively, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in the Parent SEC Reports such reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present the consolidated financial position of Parent and its subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended. True, accurate and complete copies subject, in the case of the articles of incorporation unaudited interim financial statements, to normal year-end and by-laws of Parent as in effect on the date hereof, have been made available to the Companyaudit adjustments and any other adjustments described therein.

Reports and Financial Statements. The filings required to be made by Parent Company has furnished Buyer with true and its subsidiaries since January 1complete copies of the Company's (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act1996, as amended (the "Power Act")by Form 10-K/A No. ▇ ▇▇▇ ▇▇▇▇ ▇▇-▇/▇ ▇▇. ▇, and applicable state public utility laws and regulations have been ▇▇ filed with the SECCommission, (ii) Quarterly Reports on Form 10-Q for the FERC or the appropriate state public utilities commissionquarters ended June 30, 1996, September 30, 1996, March 31, 1997 and June 30, 1997, as filed with the case may beCommission and (iii) all other reports on Form 8-K and registration statements declared effective by the Commission since February 16, including 1996, except registration statements on Form S-8 relating to employee benefit plans, which are all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to documents (other than preliminary material) that the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor was required to file with the SEC Commission since January 1February 16, 1996 (all items in clauses (i) through (iii) being referred to herein collectively as such documents have since the time of their filing been amended, the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports complied in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were mere made, not misleading. The As of their respective dates, the audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent Company SEC Reports complied in all material respects with applicable accounting requirements of the Securities Act and the Exchange Act, and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (collectively, the "Parent Financial Statements"i) have been prepared in accordance with GAAP during the periods presented (except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, subject to normal year-end audit adjustments and except with respect to for the fact that such unaudited statements as permitted do not contain all notes required by Form 10-Q of GAAP), (ii) present fairly, in all material respects, the SEC) and fairly present the consolidated financial position of Parent the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows flow for the periods then ended. Trueended (except as may be indicated therein or in the notes thereto, accurate and complete copies or, in the case of the articles unaudited interim financial statements, subject to normal year-end audit adjustments and any other adjustments described therein and except for the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act and the Exchange Act and the rules promulgated thereunder) and (iii) are, in all material respects, in accordance with the books of incorporation account and by-laws records of Parent the Company. Neither the Company nor any of its Subsidiaries has any liability or is subject to any loss contingency that could reasonably be expected to have a Company Material Adverse Effect other than as reflected or disclosed in effect on the financial statements or notes thereto included in the Company SEC Reports filed prior to the date hereof, have been made available hereof or as otherwise disclosed on Schedule 6.5 of the Company Disclosure Schedule. Any reports or other material filed by the Company with the Commission after the date hereof and prior to the CompanyClosing Date (other than preliminary material) shall be deemed to be included in the defined term "Company SEC Reports" for purposes of this Agreement and the Company shall be deemed to have made the representations set forth in this Section 6.5 in respect of such reports or other material and any financial statements set forth therein.

Reports and Financial Statements. The filings required to be made by Parent Audits has previously furnished Acquisition with true and complete copies of its subsidiaries since January 1(i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1995, December 31, 1996 under the Securities Actand December 31, the Exchange Act, the 1935 Act, the Federal Power Act1997, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, (ii) Quarterly Reports on Form 10-Q for the FERC or the appropriate state public utilities commissionquarters ended March 31, 1998, June 30, 1998 and September 30, 1998, as filed with the case may beSEC, including (iii) proxy statements related to all formsmeetings of its stockholders (whether annual or special) since December 31, statements, reports, agreements 1995 and (iv) all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, other reports or registration statement and definitive proxy statement statements filed by Parent or its predecessor Audits with the SEC since January 1December 31, 1996 1995, except for preliminary material (in the case of clauses (iii) and (iv) above), which are all the documents that Audits was required to file with the SEC since that date (the documents in clauses (i) through (iv) being referred to herein collectively as such documents have since the time of their filing been amended, the "Parent Audits SEC Reports"). As of their respective dates, the Parent Audits SEC Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Audits SEC Reports. As of their respective dates, the Audits SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Audits included in the Parent Audits SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. Audits has previously furnished Acquisition with a true and complete copy of the audited consolidated balance sheet of Audits as of December 31, 1997 and the related audited statements of consolidated income and of consolidated cash flows for the fiscal year then ended, including the notes thereto, all reported on by Deloitte & Touche LLP, independent certified public accountants, and the unaudited consolidated balance sheet of Audits as of September 30, 1998 and the related unaudited statements of consolidated income and retained earnings and of consolidated cash flows for the nine months then ended (collectively, collectively the "Parent Audits Financial Statements"). The financial statements included in the Audits SEC Reports and the Audits Financial Statements: (i) have been prepared in accordance with GAAP (generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q subject, in the case of the SECunaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder; (ii) and fairly present fairly, in all material respects, the consolidated financial position of Parent Audits and its Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended; and (iii) are in all material respects in accordance with the books of account and records of Audits and its Subsidiaries. TrueOf the revenues included in the December 31, accurate 1997 Financial Statements, not more than $12,800,000 represents amounts paid by Audits clients (either without markup or with retention by Audits only of a handling fee) to other unaffiliated parties designated by such clients. Neither Audits nor any of its Subsidiaries has incurred any liability, whether absolute, accrued, contingent or otherwise (including liabilities for taxes) subsequent to September 30, 1998 other than (i) liabilities incurred in the ordinary course of business since September 30, 1998 and complete copies (ii) those liabilities described in Part E of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the CompanyDisclosure Schedule.

Reports and Financial Statements. The filings (a) Parent and each of its Subsidiaries have timely filed or furnished all forms, documents and reports required to be made filed or furnished prior to the date hereof by them with the SEC since August 8, 2013 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and its subsidiaries since January 1proxy statements, 1996 under on the dates of effectiveness and the dates of the relevant meetings, respectively), (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, Act and the 1935 Act, the Federal Power Act▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (the "Power “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"”), and applicable state public utility laws and regulations have been filed in effect as of the time of filing with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the applicable rules and regulations promulgated thereunder. Parent has made available to the Company a true , and complete copy (ii) none of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Parent included in or incorporated by reference into the Parent SEC Reports Documents (collectively, the "“Parent Financial Statements"”) have been (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods set forth therein, (ii) were prepared in accordance conformity with GAAP (except, in the case of the unaudited statements, subject to normal year-end audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present (iii) have been prepared from, and are in accordance with, the consolidated financial position books and records of Parent as of the dates thereof and the its consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Companysubsidiaries.

Reports and Financial Statements. The filings (a) Through the date of this Agreement, Parent has filed or furnished all forms, documents and reports required to be made filed or furnished by it with the SEC (the “Parent and its subsidiaries since January 1SEC Documents”). None of Parent’s Subsidiaries is required to make any filings with the SEC. As of their respective dates, 1996 under or, if amended prior to the date hereof, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, Act and the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the applicable rules and regulations promulgated thereunder. Parent has made available to the Company a true , and complete copy none of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements (including all related notes and unaudited interim financial statements schedules) of Parent included in the Parent SEC Reports Documents (collectively, the "Parent Financial Statements"i) have been prepared from, and are based upon the books and records of, Parent and its consolidated subsidiaries and (ii) fairly present in accordance all material respects the consolidated financial position of Parent and its consolidated subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q thereto). (c) To the knowledge of the SEC) and fairly present the consolidated financial position of Parent Parent, as of the dates thereof and the consolidated results date of its operations and cash flows for the periods then ended. Truethis Agreement, accurate and complete copies there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the CompanyParent.

Reports and Financial Statements. The filings (a) Since January 1, 1996, the Company has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 it under each of the Securities Act, the Exchange ActAct and the respective rules and regulations promulgated thereunder, the 1935 Act, the Federal Power Actall of which, as amended (the "Power Act"if applicable), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, complied in all material respects respects, when filed with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent The Company has previously delivered or made available to Parent copies (including all exhibits, post-effective amendments and supplements thereto) of its (i) Annual Reports on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997, as filed with the SEC; (ii) definitive proxy and information statements relating to all meetings of its stockholders (whether annual or special) from December 31, 1997 until the date hereof; and (iii) all other reports, including quarterly reports, and registration statements filed by the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1December 31, 1996 1997 (other than registration statements filed on Form S-8) (the documents referred to in clauses (i), (ii) and (iii) being referred to as such documents have since the time of their filing been amended, the "Parent COMPANY SEC ReportsREPORTS"). As of their respective datesdates (or to the extent amended or superseded by a subsequent filing, with respect to the information in such subsequent filing, or as of the date of the subsequent filing), the Parent Company SEC Reports did not or will not (as the case may be) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Company Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC. (b) The audited consolidated financial statements of the Company included in the Company's Annual Report on Form 10-K for the years ended December 31, 1999, December 31, 1998 and December 31, 1997 and the unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the "Parent Financial StatementsCOMPANY FINANCIAL STATEMENTS") have been prepared in accordance with GAAP United States generally accepted accounting principles (except as may be indicated therein or in the notes thereto and except "GAAP") applied on a basis consistent with respect to unaudited statements as permitted by Form 10-Q of the SEC) prior periods and fairly present presented the consolidated financial position of Parent the Company and the Company Subsidiaries as of the dates thereof and the related consolidated statement of operations, cash flows and stockholders' equity included in the Company SEC Reports fairly presented the consolidated results of its operations of the Company and cash flows the Company Subsidiaries for the respective periods then ended. Trueended (subject, accurate in the case of unaudited interim statements to normal year-end adjustments and complete copies the absence of certain footnote disclosures). (c) As of the articles date of incorporation this Agreement, except as set forth in the Company's Annual Report for the year ended December 31, 1999 or in any other Company SEC Report filed since that Annual Report and by-laws of Parent as in effect on prior to the date hereofof this Agreement, have been made available neither the Company nor any of its subsidiaries is a party to or bound by (i) any "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or (ii) any non-competition agreement or any other agreement or arrangement that limits the Company or any of its subsidiaries or any of their respective affiliates, or that would, after the Effective Time similarly limit Parent or the Surviving Corporation or any successor thereto, from engaging or competing in any line of business or in any geographic area after giving effect to the CompanyMerger. (d) The audited consolidated financial statements of the Company and the Company Subsidiaries for the year ended December 31, 2000 will not differ in any material respect from the unaudited consolidated financial statements of the Company and the Company Subsidiaries for the year ended December 31, 2000 attached to SECTION 5.5(D) OF THE COMPANY DISCLOSURE SCHEDULE.

Reports and Financial Statements. The filings required (a) Parent has made available to be made the Company copies of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997, and for each of the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to all meetings of its stockholders (whether annual or special) since January 1, 1996, and (c) all other reports, including quarterly reports, or registration statements filed by Parent and its subsidiaries with the SEC since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (other than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c), including the exhibits thereto, collectively referred to as the "Power ActParent SEC Reports"), and applicable state public utility laws and regulations have been . ------------------ (b) Parent has filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements statements and all documentsother documents required to be filed by it with the SEC since January 1, exhibits, amendments and supplements appertaining thereto, and complied, as 1996. As of their respective dates, the Parent SEC Reports complied in all material respects with all applicable requirements of the appropriate statute Securities Act or the Exchange Act, as the case may be, and the rules and regulations thereunder. Parent has made available thereunder applicable to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). . (c) As of their respective datesdates (and as of the effective date of any registration statement as amended or supplemented filed by Parent), the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The . (d) Except as set forth in the Parent SEC Reports and Schedule -------- 5.5(d), the audited consolidated financial statements and unaudited interim ------ consolidated financial statements of Parent included in the such Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in --------------------------- accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. True, accurate and complete copies subject, in the case of the articles of incorporation unaudited interim financial statements, to normal year-end and by-laws of Parent as audit adjustments and any other adjustments described therein that are not material in effect on the date hereof, have been made available to the Companyamount or effect.

Reports and Financial Statements. The filings (a) Purchaser has filed all reports (including without limitation proxy statements) required to be made by Parent filed with the United States Securities and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended Commission (the "Power ActSEC") during the twenty four months preceding the date of this Agreement (collectively, the "Purchaser SEC Reports"). The Purchaser SEC Reports were filed on a timely basis, and applicable state public utility laws Purchaser has furnished or made available to the Stockholders true and regulations have been filed with complete copies of all the SEC, Purchaser SEC Reports. Non of the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and compliedPurchaser SEC Reports, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 dates (as such documents have since amended through the time of their filing been amendeddate hereof), the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The All of the Purchaser SEC Reports, as of their respective dates (as amended through the date hereof), complied in all material respects with the applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") and the applicable rules and regulations thereunder. (b) Purchaser previously has made available to the Stockholders correct and complete copies of its audited consolidated financial statements and unaudited interim financial (including balance sheets, statements of Parent operations and statements of cash flows, and, in each case, the related footnotes thereto) as of December 31, 1996 and December 31, 1997, and for each of the three years in the period ended December 31, 1997, accompanied by the report of Grant Thornton LLP in the for▇ ▇▇▇▇▇▇▇▇▇ ▇▇ Purchaser's Annual Report to the SEC on Form 10-K for the year ended December 31, 1997 (the "Audited Purchaser Financial Statements"). Each of the consolidated balance sheets included in the Parent SEC Reports (collectivelyAudited Purchaser Financial Statements presents fairly, the "Parent Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present all material respects, the consolidated financial position of Parent Purchaser and its Subsidiaries as of the dates thereof respective date thereof, and each of the other related consolidated statements included in such Audited Purchaser Financial Statements presents fairly, in all material respects, the consolidated results of its operations and cash flows of Purchaser and its Subsidiaries for the respective periods then ended. Truethereof, accurate and complete copies of all in conformity with GAAP consistently applied during the articles of incorporation and by-laws of Parent periods involved except as in effect on the date hereof, have been made available to the Companyotherwise noted therein.

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has previously furnished or made available to the Company a true and complete copy copies of each reportits (i) Annual Report on Form 10-K for the fiscal year ended December 31, schedule1998, as filed with the Securities and Exchange Commission (the "Commission"), and (ii) all other reports and registration statement and definitive proxy statement statements filed by Parent or its predecessor with the SEC Commission pursuant to the Exchange Act or the Securities Act since January 1, 1996 1999, as amended prior to the date hereof (the documents described in clauses (i) and (ii) (together with all subsequent filings referred to in the next two sentences) being referred to in this Agreement collectively as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates or effective dates, the Parent SEC Reports complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Parent SEC Reports, except as the same may have been corrected, updated or superseded by means of a subsequent filing with the Commission prior to the date hereof. As of their respective dates or effective dates and except as the same may have been corrected, updated or superseded by means of a subsequent filing with the Commission prior to the date hereof, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 1998, Parent has filed with the Commission all reports required to be filed therewith by it pursuant to the Exchange Act. The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present present, in all material respects, the respective consolidated financial position of Parent and its consolidated Subsidiaries as of at the dates thereof indicated therein and the consolidated results of its their operations and cash flows for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation and by-laws of Parent as in effect on the date hereofunaudited interim consolidated financial statements, have been made available to the Companyomission of notes and to normal year-end audit adjustments and any other adjustments described therein.

Reports and Financial Statements. The (a) Since December 31, 1996, the filings required to be made by Parent the Company and its subsidiaries since January 1, 1996 Subsidiaries under the Securities Act, Act or the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations Act have been filed with the SEC, the FERC SEC as required by each such law or the appropriate state public utilities commission, as the case may beregulation, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, the Company and its Subsidiaries have complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent . (b) The Company has made available to the Company Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor the Company with the SEC since January 1December 31, 1996 (as such documents have since the time of their filing been amendedas filed, and any and all amendments thereto, the "Parent Company SEC Reports"). As of their respective dates. (c) The Company SEC Reports, including without limitation any financial statements or schedules included therein, at the Parent time filed, and all forms, reports or other documents filed by the Company with the SEC Reports after the date hereof, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (d) The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent Company SEC Reports (collectively, the "Parent Company Financial Statements") have been prepared, and the audited consolidated financial statements and unaudited interim financial statements of the Company as included in all forms, reports or other documents filed with the SEC after the date hereof will be prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECQ) and fairly present in all material respects the consolidated financial position of Parent the Company as of the respective dates thereof and or the consolidated results of its operations and cash flows for the respective periods then ended. True, accurate and complete copies as the case may be, subject, in the case of the articles of incorporation and by-laws of Parent as in effect on the date hereofunaudited interim financial statements, have been made available to the Companynormal, recurring audit adjustments.

Reports and Financial Statements. The filings required Parent has delivered or made available to be made the Company true and complete copies of: (a) Parent's Annual Reports on Form 10-K filed with the SEC for each of the years ended November 2, 1997 and November 1, 1998; (b) Parent's Quarterly Reports on Form 10-Q filed with the SEC for the quarters ended January 31, 1999, May 2, 1999 and August 1, 1999; (c) each definitive proxy statement filed by Parent with the SEC since November 2, 1997; (d) each final prospectus filed by Parent with the SEC since November 2, 1997; and (e) all Current Reports on Form 8-K filed by Parent with the SEC since November 2, 1997. As of their respective dates, such reports, proxy statements and its subsidiaries since January 1prospectuses filed on or prior to the date hereof (collectively, 1996 under "Parent SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that the foregoing clause (ii) shall not apply to the financial statements included in the Parent SEC Reports (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments), in each case in accordance with GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto and except that the unaudited financial statements therein do not contain all of incorporation the footnote disclosures required by GAAP). Since November 2, 1997, Parent has timely filed all material reports, registration statements and by-laws other filings required to be filed by it with the SEC under the rules and regulations of Parent as in effect on the date hereof, have been made available to the CompanySEC.

Reports and Financial Statements. The filings required to be -------------------------------- made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), Act and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements exhibits and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate A true and complete copies copy of the articles Declaration of incorporation and by-laws of Parent Trust, as in effect on the date hereof, have has been made available to the Company.

Reports and Financial Statements. The filings 2.5.1. Prototype has filed all reports, schedules, forms, registration statements, definitive proxy statements and other documents required to be made filed by Parent Prototype with the Securities and its subsidiaries Exchange Commission (the "Commission") since January 1the filing of Prototype's Registration Statement on Form F-1 (the Registration Statement on Form F-1, 1996 together with any other documents filed with the Commission at or prior to the Effective Time, the "Prototype Reports") under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power ActAct of 1933, as amended (the "Power Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable state public utility laws rules and regulations have been of the Commission thereunder. All of the Prototype Reports filed on or prior to the date hereof are publicly available and all of the Prototype Reports filed after the date hereof will be publicly available when filed with the SECCommission. As of its respective filing date, the FERC consolidated financial statements (including, in each case, any related notes thereto) contained in the Prototype Reports filed on or prior to the appropriate state public utilities commission, as date hereof were (and those filed after the case may date hereof will be, including all forms, statements, reports, agreements ) prepared in accordance with the published regulations of the Commission and all documents, exhibits, amendments in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved and supplements appertaining thereto, and complied, as of their respective datesfairly present (or will fairly present when filed), in all material respects with all applicable requirements respects, the consolidated financial position for Prototype and its subsidiaries as of the appropriate statute date thereof and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time consolidated results of their filing been amendedoperations, cash flows and changes in financial position for the "Parent SEC Reports"periods then ended (except with respect to interim period financial statements, for normal year-end adjustments which are, individually or in the aggregate, not material in amount). As of their respective dates, the Parent SEC Prototype Reports filed on or prior to the date hereof complied (and those filed after the date hereof will comply), in all material respects, with the requirements of the Securities Act and the Exchange Act, as the case may be, and applicable rules and regulations of the Commission thereunder, and, as of the time of filing of any Prototype Report, such Prototype Report, (i) if filed on or prior to the date hereof, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which whey they were made, not misleading, and (ii) if filed after the date hereof, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under whey they were made, not misleading. The None of Prototype's subsidiaries is required to file any reports or other documents with the Commission. Prototype is a "foreign private issuer" as such term is defined in Rule 3b-4(c) under the Exchange Act. 2.5.2. Section 2.5.2 of the Prototype Disclosure Schedule sets forth true and correct copies of the audited consolidated financial statements (including any related notes thereto) of Prototype and unaudited interim financial its subsidiaries as of, and for the periods ended, December 31, 2001, including audited consolidated balance sheets of Prototype and its subsidiaries as of December 31, 2001 and 2000 and audited consolidated statements of Parent included in operations and cash flows for the Parent SEC Reports years ended December 31, 2001, 2000 and 1999, together with a signed report of Prototype's independent auditors attached thereto (collectively, the "Parent Financial Statements2001 Financials") have been ). The 2001 Financials were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q published regulations of the SECCommission (including regulations relating to the preparation of audited annual financial statements for inclusion in annual reports filed with the Commission) and in accordance with GAAP applied on a consistent basis during the periods involved and fairly present present, in all material respects, the consolidated financial position of Parent for Prototype and its subsidiaries as of the dates date thereof and the consolidated results of its operations and their operations, cash flows and changes in financial position for the periods then ended. TrueThe 2001 Financials comply, accurate and complete copies in all material respects, with the requirements of the articles Securities Act and the Exchange Act, as the case may be, and applicable rules and regulations of incorporation the Commission thereunder, and bydo not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under whey they were made, not misleading. When filed, Prototype's Annual Report on Form 20-laws F for the year ended December 31, 2001 will contain the 2001 Financials (including the signed report of Parent Prototype's independent auditors included therein), as set forth in effect on Section 2.5.2 of the date hereofPrototype Disclosure Schedule (except for de minimis changes thereto), have been made available to as the Companyaudited consolidated financial statements of Prototype and its subsidiaries as of, and for the periods ended, December 31, 2001.

Reports and Financial Statements. The filings Since January 1, 1996, Buyer has filed all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 it under each of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with of Buyer's jurisdiction of incorporation and the SECrespective rules and regulations thereunder, all of which, to the FERC or the appropriate state public utilities commissionbest knowledge of Buyer, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent Buyer has made available delivered to the Company a Seller true and complete copy copies of each reportits (a) Annual Reports on Form 10-KSB, scheduleQuarterly Reports on Form 10-QSB, registration statement and definitive proxy statement Current Reports on Form 8-K filed by Parent or its predecessor Buyer with the SEC since January 1, 1996 until the date hereof, and (as such documents have b) all other reports or registration statements filed by Buyer with the SEC since January 1, 1996, until the time of their filing been amendeddate hereof (collectively, the "Parent Buyer SEC Reports") and (d) audited consolidated financial statements of Buyer for the fiscal year ended March 31, 1997, and its unaudited consolidated financial statements for the six months ended September 30, 1997 (collectively, the "Recent Buyer Financial Statements"). As of their respective dates, the Parent Buyer SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Buyer included in the Parent Buyer SEC Reports and the Recent Buyer Financial Statements (collectively, the "Parent Buyer Financial Statements") have been prepared fairly present the financial position of Buyer and its consolidated subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended in accordance conformity with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q thereto) subject, in the case of the SEC) unaudited interim financial statements, to normal year-end and fairly present the consolidated financial position of Parent as of the dates thereof audit adjustments and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Companyany other adjustments described therein.

Reports and Financial Statements. The filings required Company has previously -------------------------------- furnished Parent with, or there has been made available to be made by Parent Parent, true and complete copies of its subsidiaries since January 1(a) Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 under the Securities Act1998 and December 31, the Exchange Act, the 1935 Act, the Federal Power Act, 1999 as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SECCommission, (b) Quarterly Report on Form 10-Q for the FERC or the appropriate state public utilities commissionquarters ended March 31, June 30, and September 30, 1999 and 2000, as filed with the Commission, (c) proxy statements related to all meetings of its shareholders (whether annual or special) since December 31, 1998 and (d) all other reports or registration statements filed by Company with the Commission since December 31, 1998, except for preliminary material (in the case may beof clauses (c) and (d) above) and except for registration statements on Form S-8 relating to employee benefit plans and annual reports on Form 11-K with respect to such plans, including which are all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available documents that Company was required to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor file with the SEC Commission since January 1, 1996 that date (the documents in clauses (a) through (d) being referred to herein collectively as such documents have since the time of their filing been amended, the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Company, included in the Parent Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (collectively, the "Parent Financial Statements"i) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of thereto), (ii) present fairly, in all material respects, the SEC) and fairly present the consolidated financial position of Parent Company, and its Subsidiaries, as the case may be, as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation unaudited interim financial statements, to normal year-end adjustments and by-laws of Parent as in effect on any other adjustments described therein and the date hereof, fact that certain information and notes have been made available to condensed or omitted in accordance with the CompanyExchange Act and the rules promulgated thereunder, and (iii) are in all material respects in accordance with the books of account and records of Company and its Subsidiaries.

Reports and Financial Statements. The filings Since January 1, 1998, Buyer has filed all forms, reports and documents with the Commission required to be made filed by Parent it pursuant to the federal securities laws and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act")Commission rules and regulations thereunder, and applicable state public utility laws all such forms, reports and regulations have been documents filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, Commission have complied in all material respects with all applicable requirements of the appropriate statute federal securities laws and the Commission rules and regulations promulgated thereunder. Parent Buyer has heretofore made available to the Company a and Sellers, true and complete copy copies of each reportits Form 10-K for the period ended December 31, schedule1999 and its Quarterly Report on Form 10-Q for the period ended March 31, registration statement 2000, and definitive proxy statement Buyer shall forward to Sellers true and correct copies of all forms, reports, documents and amendments thereto filed by Parent or its predecessor it with the SEC since January 1, 1996 Commission after the date hereof prior to Closing all in the form (as such documents have since the time of their filing been amendedincluding exhibits) so filed (collectively, the "Parent SEC ReportsREPORTS"). All forms, reports, documents, amendments thereto and other filings filed by Buyer with the Commission, including the Reports, prior to the date hereof are collectively referred to herein as the "COMMISSION FILINGS". As of their respective dates, the Parent SEC Reports Commission Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Buyer for its fiscal year ended December 31, 1999, included in the Parent SEC Reports Commission Filings (collectively, the "Parent Financial StatementsBUYER AUDITED FINANCIAL STATEMENTS") have been ), were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) generally accepted accounting principles consistently applied and fairly present the consolidated financial position of Parent Buyer as of the dates thereof and the consolidated results of its operations operations, shareholders' equity and cash flows for the periods period then ended. TrueThe unaudited financial statements of Buyer for the three-month period ended March 31, accurate and complete copies of 2000 included in the articles of incorporation and by-laws of Parent as in effect on the date hereofCommission Filings, have been made available prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of Buyer as of March 31, 2000 and the results of operations, shareholders' equity and cash flows for the three month period then ended in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the Companyabsence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate).

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries since January 1, 1996 1995 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 1995 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Company.

Reports and Financial Statements. The filings required to be made by Parent CNG and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Power Act, the Federal Power Act, as amended Natural Gas Act (the "Power Gas Act"), the Natural Gas Policy Act of 1978 (the "Gas Policy Act"), the 1935 Act and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate applicable state public utilities commissionregulatory authorities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent CNG has made available to the Company DRI a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor CNG with the SEC under the Securities Act and the Exchange Act, since January 1, 1996 and through the date hereof (as such documents have since the time of their filing been amended, the "Parent CNG SEC Reports"). As of their respective datesThe CNG SEC Reports, including without limitation any financial statements or schedules included therein, at the Parent time filed, and any forms, reports or other documents filed by CNG with the SEC Reports after the date hereof, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent CNG included in the Parent CNG SEC Reports (collectively, the "Parent CNG Financial Statements") have been prepared prepared, and will be prepared, in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of under the SECExchange Act) and fairly present the consolidated financial position of Parent CNG as of the respective dates thereof and or the consolidated results of its operations and cash flows for the respective periods then ended. True, accurate and complete copies as the case may be, subject, in the case of the articles unaudited interim financial statements, to normal, recurring audit adjustments. Section V.6 Absence of incorporation and by-laws of Parent as in effect on Certain Changes or Events. From September 30, 1998 through the date hereof, each of CNG and each of its subsidiaries has conducted its business only in the ordinary course of business consistent with past practice and no event has occurred which has had, and no fact or condition exists that would have been made available or, to the Companybest knowledge of CNG, is reasonably likely to have, a CNG Material Adverse Effect.

Reports and Financial Statements. The filings Since December 7, 1998, Parent has filed on a timely basis with the Securities and Exchange Commission (the "SEC") all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 it under each of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power ActAct of 1933, as amended (the "Power Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act") and applicable state public utility laws the respective rules and regulations have been filed with the SECthereunder, all of which, as amended if applicable (collectively, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto"Parent SEC Reports"), and complied, as of their respective dates, has complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent has made available is not subject to the Company a true and complete copy of each reportany Liability (as defined in Section 4.6) for its failure to comply prior to December 7, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor 1998 with the SEC since January 1, 1996 (as such documents have since filings described in the time of their filing been amended, the "Parent SEC Reports")preceding sentence. As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present presented the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows changes in financial position for the periods then ended. True, accurate and complete copies subject, in the case of the articles unaudited interim financial statements, to normal year-end and audit adjustments and any other adjustments described therein. None of incorporation the information that will be supplied by Parent for inclusion in the documentation contemplated by Sections 7.2 and by-laws 7.3 will contain any untrue statement of Parent as a material fact or omit to state any material fact required to be stated therein or necessary in effect on order to make the date hereofstatements therein, have been made available to in light of the Companycircumstances under which they are made, not misleading.

Reports and Financial Statements. The filings (a) Since January 1, 1999, Parent has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 it under each of the Securities Act, the Securities Exchange Act, the 1935 Act, the Federal Power ActAct of 1934, as amended (the "Power Act")amended, and applicable state public utility laws the respective rules and regulations have been filed with the SECthereunder, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, which complied in all material respects with all applicable requirements of the appropriate statute acts and the rules and regulations thereunder. . (b) Parent has previously made available or delivered to the Company or the Shareholders copies of Parent's (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1998, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its shareholders (whether annual or special) and (ii) any actions by written consent in lieu of a true shareholders' meeting from January 1, 1999, until the date hereof, and complete copy of each report(c) all other reports, scheduleincluding quarterly reports, or registration statement and definitive proxy statement statements filed by Parent or its predecessor with the SEC since January 1, 1996 1999 (other than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c), including the exhibits thereto, are collectively referred to as such documents have since the time of their filing been amended, the "Parent SEC Reports"). . (c) As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (d) The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in the Parent SEC Reports such reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. True, accurate and complete copies subject, in the case of the articles of incorporation unaudited interim financial statements, to normal year-end and by-laws of Parent as in effect on the date hereof, have been made available to the Companyaudit adjustments and any other adjustments described therein.

Reports and Financial Statements. The filings (a) To the extent not available on the SEC’s Electronic Data Gathering, Analysis and Retrieval system, Parent has previously furnished to the Company true and correct copies of (i) its Form 10-K for the period ended December 31, 2006, (ii) its Quarterly Report on Form 10-Q for the period ended September 30, 2007, and (iii) all other reports filed by it with the SEC under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) since September 30, 2007. (b) Parent has timely filed all registration statements, prospectuses, forms, reports, definitive proxy statements, schedules and documents required to be made filed by Parent and its subsidiaries since January 1, 1996 it under the Securities Act, Act or the Exchange Act, as the 1935 Actcase may be since September 30, 2007 (collectively, the Federal Power Act“Parent SEC Filings”). Each Parent SEC Filing (i) as of the time it was filed, as amended (complied or, if filed subsequent to the "Power Act")date hereof, and applicable state public utility laws and regulations have been filed will comply, in all material respects with the SEC, requirements of the FERC Securities Act or the appropriate state public utilities commissionExchange Act, as the case may be, including all formsand (ii) did not, statementsat the time it was filed, reportsor, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available if filed subsequent to the Company a true and complete copy of each reportdate hereof, schedulewill not, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were or will be made, not misleading. The To Parent’s knowledge, as of the date hereof, no additional filings or amendments to the aforementioned reports are required pursuant to such rules and regulations. (c) Each of the audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Parent’s Reports (collectively, the "Parent Financial Statements") have has been prepared in accordance with GAAP applied on a consistent basis throughout the period indicated therein (except as that any unaudited interim financial statements may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q not contain all of the SECfootnote disclosure required by GAAP) and fairly present presents the consolidated financial position of Parent as of at its date or the dates thereof and the consolidated results of its operations and operations, stockholders’ equity or cash flows of Parent for the periods then ended. Trueindicated therein (subject, in the case of unaudited interim statements, to the absence of footnote disclosure and to year-end adjustments). (d) Each required form, report and document containing financial statements that Parent has filed with or furnished to the SEC since September 30, 2007 was accompanied by the certifications required to be filed or furnished by Parent’s chief executive officer and chief financial officer pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and at the time of filing or submission of each such certification, such certification (i) was true and accurate and complete copies complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, (ii) did not contain any qualification or exceptions to the matters certified therein, except as otherwise permitted by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (iii) has not been modified or withdrawn. Neither Parent nor any of its officers has received notice from any Governmental Authority questioning or challenging the accuracy, completeness, content, form or manner of filing or furnishing of such certifications. Parent’s disclosure controls and procedures (as defined in Sections 13a-14(c) and 15d-14(c) of the articles of incorporation Exchange Act) effectively enable Parent to comply with, and by-laws the appropriate officers of Parent as in effect on to make all certifications required under, the date hereof, have been made available to the Company▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports and Financial Statements. The filings required Company has previously furnished Parent with true and complete copies of its (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994 and December 31, 1995, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, as filed with the Commission, (iii) proxy statements related to be made by Parent and all meetings of its subsidiaries shareholders (whether annual or special) since January 1, 1996 under and (iv) all other reports or registration statements filed by the Securities ActCompany with the Commission since December 31, 1995, except for preliminary material (in the Exchange Actcase of clauses (iii) and (iv) above) and except for registration statements on Form S-8 relating to employee benefit plans, which are all the 1935 Act, documents that the Federal Power Act, Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent Company SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent Company SEC Reports (collectively, comply as to form in all material respects with applicable accounting requirements and with the "Parent Financial Statements") published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports: have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of thereto); present fairly, in all material respects, the SEC) and fairly present the consolidated financial position of Parent the Company and its Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows flow for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation unaudited interim financial statements, to normal year-end audit adjustments and by-laws of Parent as in effect on any other adjustments described therein and the date hereof, fact that certain information and notes have been made available to condensed or omitted in accordance with the CompanyExchange Act and the rules promulgated thereunder; and are in all material respects, in accordance with the books of account and records of the Company and its Subsidiaries.

Reports and Financial Statements. The filings required to be made by Company has previously furnished Parent with true and complete copies of its subsidiaries since January 1(i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1996 under the Securities Act1995 and December 31, the Exchange Act, the 1935 Act, the Federal Power Act1996, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SECCommission, (ii) Quarterly Reports on Form 10-Q for the FERC or the appropriate state public utilities commissionquarters ended March 31, 1997, June 30, 1997 and September 30, 1997, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) since December 31, 1995 and (iv) all other reports or registration statements filed by the Company with the Commission since December 31, 1995, except for preliminary material (in the case may beof clauses (iii) and (iv) above) and except for registration statements on Form S-8 relating to employee benefit plans and annual reports on Form 11-K with respect to such plans, including which are all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to documents that the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor was required to file with the SEC Commission since January 1, 1996 that date (the documents in clauses (i) through (iv) being referred to herein collectively as such documents have since the time of their filing been amended, the "Parent Company SEC Reports"). As of their respective dates, the Parent Company SEC Reports complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports: (collectively, the "Parent Financial Statements"i) have been prepared in accordance with GAAP (generally accepted accounting principles applied on a consistent basis, except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q subject, in the case of the SECunaudited interim financial statements, to normal year-end adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder; (ii) and fairly present fairly, in all material respects, the consolidated financial position of Parent the Company and its subsidiaries, as of at the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. True, accurate ; and complete copies (iii) are in all material respects in accordance with the books of account and records of the articles Company and its subsidiaries. As of incorporation and by-laws September 30, 1997, there was no basis for any claim or liability of Parent as in effect on any nature against the date hereofCompany or any of its subsidiaries, have been made available to the Company.whether absolute, accrued, contingent or otherwise, which,

Reports and Financial Statements. The filings Parent has previously -------------------------------- furnished Company with, or there has been made available to Company, true and complete copies of its (a) Annual Reports on Form 10-K for the fiscal years ended December 31, 1998 and December 31, 1999, as filed with the Securities and Exchange Commission (the "Commission"), (b) Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 1999 and 2000, as filed with the Commission, (c) proxy statements related to all meetings of its shareholders (whether annual or special) since December 31, 1998, and (d) all other reports or registration statements filed by Parent with the Commission since December 31, 1998, except for preliminary material (in the case of clauses (c) and (d) above) and except for registration statements on Form S-8 relating to employee benefit plans and annual reports on Form 11-K with respect to such plans, which are all the documents that Parent was required to be made by file with the Commission since December 31, 1998 (the documents in clauses (a) through (d) being referred to herein collectively as the "Parent SEC Reports"). All Parent SEC Reports were properly and timely filed with the Commission and any applicable securities exchange or market and its subsidiaries since January 1self regulatory organization. As of their respective dates, 1996 under the Parent SEC Reports complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available of the Commission thereunder applicable to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Parent SEC Reports (collectively, the "Parent Financial Statements"i) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of thereto); (ii) present fairly, in all material respects, the SEC) and fairly present the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. True, accurate and complete copies ended subject in the case of the articles unaudited interim financial statements, to normal year-end adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects in accordance with the books of incorporation account and by-laws records of Parent as in effect on the date hereof, have been made available to the Companyand its Subsidiaries.

Reports and Financial Statements. The filings Since January 1, 1994, Parent has filed with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 it under each of the Securities Act, the Exchange ActAct and the respective rules and regulations thereunder, the 1935 Act, the Federal Power Actall of which, as amended (the "Power Act")if applicable, and applicable state public utility laws and regulations have been complied when filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a true stockholders' meeting from January 1, 1995, until the date hereof, and complete copy of each report(c) all other reports, scheduleincluding quarterly reports, and registration statement and definitive proxy statement statements filed by Parent or its predecessor with the SEC since January 1, 1996 1995 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports Parent's Annual Report on Form 10-K for the year ended December 31, 1996 (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present the consolidated financial position of Parent and its subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows changes in financial position for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Company.

Reports and Financial Statements. The (a) All material filings required to be made by Parent and its subsidiaries the Parent Subsidiaries since January 1, 1996 1995 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC FERC, the NRC, the FCC, the DOE or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute statutes and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC by Parent pursuant to the requirements of the Securities Act or Exchange Act since January 1October 7, 1996 1999 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP generally accepted accounting principles in the United Kingdom applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECstatements) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Parent and Parent Subsidiaries taken as a whole)) the consolidated financial position of Parent and its consolidated subsidiaries as of at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the memorandum and articles of incorporation and by-laws association of Parent Parent, as in effect on the date hereof, are included (or incorporated by reference) in the Parent SEC Reports. (b) All material filings required to be made by Parent or any Parent Subsidiaries since March 31, 1996 in the United Kingdom under the Electricity A▇▇ ▇▇▇▇, have been made available filed with the Office of Gas and Electricity Markets ("OFGEM") or any other appropriate Governmental Authority, as the case may be, including all material forms, statements, reports, agreements and all material documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all material rates, tariffs, franchises, service agreements and related documents, complied, as of their respective dates, in all material respects with all applicable requirements of the Companystatute and the rules and regulations thereunder.

Reports and Financial Statements. The filings (1) With respect to periods since September 30, 1994, each of BFS and its subsidiaries has timely filed, and has paid all fees or assessments due or payable in connection with, all material reports and statements, together with any amendments required to be made by Parent and its subsidiaries since January 1with respect thereto, 1996 under that it was required to file with (A) the Securities Act, the and Exchange Act, the 1935 Act, the Federal Power Act, as amended Commission (the "Power ActSEC"), (B) the OTS, (C) the FDIC, (D) the Federal Home Loan Bank of New York (the "FHLB"), (E) any other applicable federal or state banking, insurance, securities, or other regulatory authorities or (F) the NASD. Each such report or statement, including the financial statements and applicable state public utility laws and regulations have been filed with the SECexhibits thereto, the FERC complied (or the appropriate state public utilities commissionwill comply, as in the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, of reports or statements filed after the date of this Agreement) as of their respective dates, in all material respects to form with all applicable requirements of the appropriate statute and the statutes, rules and regulations thereunder. Parent as of the (in the case of reports or statements filed prior to the date hereof, without giving effect to any amendments or modifications filed after the date of this Agreement) date thereof, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on BFS. (2) BFS has made available to the Company Dime a true and complete copy of each registration statement, offering circular, report, schedule, registration statement and definitive proxy statement or information statement under the Securities Act of 1933, as amended (including the rules and regulations thereunder, the "Securities Act"), the Exchange Act, 12 C.F.R. Parts 563d and 563g and state securities and "Blue Sky" laws (collectively, the "Securities Laws") filed, used or circulated by BFS or any subsidiary of BFS with respect to periods since September 30, 1994 through the date of this Agreement, and will promptly deliver to Dime each such document or statement filed, used or circulated after the date hereof (collectively, the "Reports"), each in the form (including exhibits and any amendments thereto) filed by Parent or its predecessor with the SEC since January 1or the OTS (or if not so filed, in the form used or circulated), including BFS's Annual Report on Form 10-K for the fiscal year ended September 30, 1995 and its Quarterly Reports on Form 10-Q for the periods ended December 31, 1995, March 31, 1996 and June 30, 1996. (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). 3) As of their respective datesdates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Parent SEC Reports, including the financial statements, exhibits and schedules thereto, filed, used or circulated prior to the date hereof complied (and each of the Reports filed after the date of this Agreement, will comply) in all material respects with the applicable Securities Laws and did not (or in the case of Reports filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited . (4) Each of BFS's consolidated financial statements and unaudited interim financial statements of Parent balance sheets included in the Parent SEC Reports fairly presents (collectivelyor, the "Parent Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q case of Reports filed after the SECdate of this Agreement, will fairly present) and fairly present in all material respects the consolidated financial position of Parent BFS and its subsidiaries as of the dates thereof date of such balance sheet and each of the consolidated income statements and statements of changes in stockholders' equity included in the Reports fairly presents (or, in the case of Reports filed after the date of this Agreement, will fairly present) in all material respects the consolidated results of its operations and cash flows retained earnings, as the case may be, of BFS and its subsidiaries for the periods then ended. Trueset forth therein (subject, accurate and complete copies in the case of interim statements, to normal year-end adjustments that are not material in amount or effect), in each case in conformity with generally accepted accounting principles consistently applied during the articles of incorporation and by-laws of Parent periods involved, except as in effect on the date hereof, have been made available to the Companymay be noted therein.

Reports and Financial Statements. The filings Since January 1, 1998, Buyer has filed all forms, reports and documents with the Commission required to be made filed by Parent it pursuant to the federal securities laws and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act")Commission rules and regulations thereunder, and applicable state public utility laws all such forms, reports and regulations have been documents filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, Commission have complied in all material respects with all applicable requirements of the appropriate statute federal securities laws and the Commission rules and regulations promulgated thereunder. Parent Buyer has heretofore made available to the Company a and the Seller, true and complete copy copies of each reportits Form 10-K for the period ended December 31, schedule1999 and its Quarterly Report on Form 10-Q for the period ended March 31, registration statement 2000, and definitive proxy statement Buyer shall forward to Seller true and correct copies of all forms, reports, documents and amendments thereto filed by Parent or its predecessor it with the SEC since January 1, 1996 Commission after the date hereof prior to Closing all in the form (as such documents have since the time of their filing been amendedincluding exhibits) so filed (collectively, the "Parent SEC ReportsREPORTS"). All forms, reports, documents, amendments thereto and other filings filed by Buyer with the Commission, including the Reports, prior to the date hereof are collectively referred to herein as the "COMMISSION FILINGS". As of their respective dates, the Parent SEC Reports Commission Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Buyer for its fiscal year ended December 31, 1999, included in the Parent SEC Reports Commission Filings (collectively, the "Parent Financial StatementsBUYER AUDITED FINANCIAL STATEMENTS") have been ), were prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) generally accepted accounting principles consistently applied and fairly present the consolidated financial position of Parent Buyer as of the dates thereof and the consolidated results of its operations operations, shareholders' equity and cash flows for the periods period then ended. TrueThe unaudited financial statements of Buyer for the three-month period ended March 31, accurate and complete copies of 2000 included in the articles of incorporation and by-laws of Parent as in effect on the date hereofCommission Filings, have been made available prepared in accordance with generally accepted accounting principles consistently applied and fairly present the consolidated financial position of Buyer as of March 31, 2000 and the results of operations, shareholders' equity and cash flows for the three month period then ended in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited statements, to the Companyabsence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate).

Reports and Financial Statements. The filings (a) X-ceed has filed all required forms, reports, registration statements, prospectuses and other documents required to be made by Parent filed with the Securities and its subsidiaries Exchange Commission (the "SEC") since January 1, 1996 1997. No Subsidiary of X-ceed is required to file any form, report, registration statement, prospectus or other document with the SEC. X-ceed has furnished to Zabit complete and accurate copies of X-ceed's Annual Report on Form 10-K SB for the fiscal year ended August 31, 1997, Quarterly Reports on Form 10-Q for the fiscal quarters ended February 28, 1998 and May 31, 1998, Proxy Statement for its Annual Meeting of Stockholders held on February 20, 1998 and Current Report on Form 8-K dated August 14, 1998 (the "X-ceed SEC Filings"), all filed with the SEC under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power ActAct of 1934, as amended (the "Power Exchange Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective filing dates, the Parent X-ceed SEC Reports Filings complied in all material respects with the requirements of the Exchange Act and, as of their respective filing dates, the X-ceed SEC Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated ^ ^ (b) Each of the financial statements and unaudited interim financial statements (including the related notes) of Parent X-ceed included in or incorporated by reference into the Parent X-ceed SEC Reports Filings (collectively, the "Parent X-ceed Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC. The X-ceed Financial Statements are complete and correct in all material respects and have been prepared in accordance with GAAP (except as may be indicated therein or except, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods indicated and fairly present are consistent with each other. The X-ceed Financial Statements accurately set out and describe the consolidated financial position condition and operating results of Parent X-ceed as of the dates thereof dates, and the consolidated results of its operations and cash flows for the periods then endedperiods, indicated therein, subject, in the case of unaudited financial statements, to normal year-end audit adjustments. True, accurate and complete copies At the date of the articles X-ceed Financial Statements and as of incorporation the Closing Date, except as set forth in the X-ceed Disclosure Schedule, X-ceed had and by-laws of Parent as in effect will have no liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected on the balance sheet of X-ceed (the "X-ceed Balance Sheet") under GAAP) not reflected in the X-ceed Financial Statements or the accompanying notes thereto except for liabilities and obligations that have arisen in the ordinary course of business prior to the date hereofof the X-ceed Financial Statements and which, under GAAP, would not have been made available required to be reflected in the CompanyX-ceed Financial Statements and except for liabilities incurred in the ordinary course of business since the date of the X-ceed Financial Statements which are usual and normal in amount. X-ceed maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP.

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries Subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended Act (the "Power Act"), and the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or any applicable state public utility laws and laws, rules or regulations have been filed with the Securities and Exchange Commission (the "SEC"), the FERC applicable public utility regulatory authorities or the appropriate state public utilities commissionFERC, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, Parent has complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not, or with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been been, or with respect to those not yet filed, will be prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10l0-Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies subject, in the case of the articles of incorporation and by-laws of unaudited interim financial statements, to normal, recurring audit adjustments. Notwithstanding the foregoing, no representation or warranty is being made in this Section 3.5 with respect to information furnished in writing by the Company specifically for inclusion in any Parent as in effect on SEC Report filed after the date hereof, have been made available hereof or with respect to the Companyany Company SEC Report (as hereinafter defined) incorporated therein by reference.

Reports and Financial Statements. The filings Parent has timely filed all reports required to be made by Parent and its subsidiaries since January 1, 1996 under filed with the SEC pursuant to the Exchange Act or the Securities ActAct since September 30, 1998 (collectively, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power ActPARENT SEC REPORTS"), and applicable state public utility laws has previously made available to the Company true and regulations have been filed complete copies of all such Parent SEC Reports. Such Parent SEC Reports, as of their respective dates, complied in all material respects with the SEC, applicable requirements of the FERC or Securities Act and the appropriate state public utilities commissionExchange Act, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as none of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as may be indicated otherwise noted therein or or, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of Parent and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated Subsidiaries for the periods then ended. TrueExcept as disclosed in the Parent SEC Reports, accurate and complete copies since September 30, 2002, there has been no change in any of the articles of incorporation and by-laws significant accounting (including tax accounting) policies or procedures of Parent as in effect on the date hereof, have been made available to the Companyor any of its consolidated Subsidiaries.

Reports and Financial Statements. The filings (a) Since April 30, 1995, the Company has filed all reports and other documents that it was required to be made by Parent and its subsidiaries since January 1, 1996 under file with the Securities Act, the and Exchange Act, the 1935 Act, the Federal Power Act, as amended Commission (the "Power ActCOMMISSION"). The Company has furnished Parent with true and complete copies of its (i) Annual Reports on Form 10-K for the fiscal years ended April 30, 1996 and applicable state public utility laws and regulations have been April 30, 1997, as filed with the SECCommission, (ii) Quarterly Reports on Form 10-Q for the quarters ended July 31, 1997, October 31, 1997, and January 31, 1998 as filed with the Commission, (iii) proxy statements related to all meetings of its shareholders (whether annual or special) held since April 30, 1996, and (iv) all reports on Forms 8-K filed with, and registration statements declared effective by, the FERC or Commission since April 30, 1996, except registration statements on Form S-8 relating to employee benefit plans, which are all the appropriate state public utilities commissiondocuments (other than preliminary material and Reports on Form 10-Q not referred to in clause (ii) above) that the Company was required to file with the Commission from April 30, 1996 to the date hereof (clauses (i) through (iv) being referred to herein collectively as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the "COMPANY SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC ReportsREPORTS"). As of their respective dates, the Parent Company SEC Reports complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and the rules and regulations of the Commission thereunder applicable to such Company SEC Reports. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and unaudited interim financial statements of Parent included or incorporated by reference in the Parent Company SEC Reports (collectively, the "Parent Financial Statements"i) have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis ("GAAP") during the periods presented (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q or, in the case of the SECunaudited statements, to normal year-end audit adjustments), (ii) and fairly present fairly, in all material respects, the consolidated financial position of Parent the Company and the Company Subsidiaries as of at the dates thereof and the consolidated results of its their operations and cash flows flow for the periods then ended. Trueended subject, accurate and complete copies in the case of the articles of incorporation unaudited interim financial statements, to normal year-end audit adjustments and by-laws of Parent as in effect on any other adjustments described therein and the date hereof, fact that certain information and notes have been made available to condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company. (c) Neither the Company nor any Company Subsidiary has any liability or is subject to any loss contingency, other than (i) as reflected or disclosed in the financial statements or notes thereto included in the Company SEC Reports, (ii) in the aggregate adequately provided for in the Company's unaudited balance sheet (including any related notes thereto) as of January 31, 1998 (the "1998 COMPANY BALANCE SHEET"), (iii) incurred in the ordinary course of business and not required under GAAP to be reflected on the 1998 Company Balance Sheet, (iv) incurred since January 31, 1998 in the ordinary course of business consistent with past practice, (v) incurred in connection with this Agreement, (vi) as set forth in SECTIONS 5.4, 5.5, 5.6, 5.7, 5.8, 5.10 and 5.14 of the Company Disclosure Schedule, or (vii) which would not have a Company Material Adverse Effect.

Reports and Financial Statements. The filings required Calgene -------------------------------- has previously furnished to be made by Parent Monsanto complete and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Actaccurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K for the fiscal year ended June 30, 1995, as filed with the Securities and Exchange Commission (the "Power ActSEC"), (b) proxy statements relating to all meetings of its stockholders (whether annual or special) since June 30, 1995 and applicable state public utility laws and regulations have been filed with the SEC, the FERC (c) all other reports or the appropriate state public utilities commission, as the case may be, including all forms, registration statements, reportsother than Registration Statements on Form S-8, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor Calgene with the SEC since January 1June 30, 1996 1995 (such annual reports, proxy statements, registration statements and other filings, together with any amendments or supplements thereto, are collectively referred to herein as such documents have since the time of their filing been amended, the "Parent SEC Calgene Reports"). The Calgene Reports constitute all of the documents filed or required to be filed by Calgene with the SEC since June 30, 1995, other than any Registration Statement on Form S-8. As of their respective dates, the Parent SEC Calgene Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Calgene included in the Parent SEC Calgene Reports (collectivelytogether, the "Parent Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto thereto, and except with respect to unaudited statements in the case of quarterly financial statements, as permitted by Form 10-Q of under the SECExchange Act), and (iii) and fairly present in all material respects the consolidated financial position of Parent as of the dates thereof and the consolidated condition, results of its operations and cash flows of Calgene as of the respective dates thereof and for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available referred to the Companytherein.

Reports and Financial Statements. The filings required Parent has previously furnished or -------------------------------- made available to be made Calogic true and correct copies of its (i) Form 10-K for the period ended December 31, 1998, (ii) its Quarterly Report on Form 10-Q for the period ended June 30, 1999 (the "Recent 10-Q-"), (iii) all other reports filed ----------- by Parent it with the Securities and its subsidiaries since January 1, 1996 Exchange Commission (the "Commission") under the ---------- Securities Act, the Exchange Act, the 1935 Act, the Federal Power ActAct of 1934, as amended (the "Power Exchange Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC ) since January 1, 1996 1999 and (as such documents have since iv) Parent hereby agrees to furnish to Calogic true and correct copies of all reports filed by it with the time of their filing been amendedCommission after the date hereof and prior to the Closing all in the form (including exhibits) so filed (collectively, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports ------- complied or will comply in all material respects with the then applicable published rules and regulations of the Commission with respect thereto at the date of their issuance and did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of the date hereof, no additional filings or amendments to previously filed Reports are required pursuant to such rules and regulations. Each of the audited consolidated financial statements and unaudited interim financial statements of Parent included in Parent's Reports complied as to form in all material respects with the Parent SEC Reports (collectively, published rules and regulations of the "Parent Financial Statements") have Commission applicable thereto and has been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present presents the consolidated financial position of Parent the entity or entities to which it relates as at its date or the results of operations, stockholders' equity or cash flows of such entity or entities (subject, in the case of unaudited statements, to the absence of footnote disclosure and in the case of unaudited interim statements to year-end adjustments, which will not be material either individually or in the aggregate, and except as described in Section 5.5 of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the CompanyDisclosure Schedule).

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries Subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 California Public Utilities Act, the Federal Power Act, as amended (the "Power Gas Act"), and applicable state public utility laws and regulations the NGPA or the 1935 Act have been filed with the SEC, the FERC California Public Utilities Commission ("CPUC") or the appropriate state public utilities commissionFERC, as the case may ---- be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, Parent has complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent (or its predecessor predecessors) with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their ------------------ respective dates, the Parent SEC Reports (i) complied, or with respect to those not yet filed, will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not, or with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been been, or with respect to those not yet --------------------------- filed, will be prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present, or with respect to those not yet filed, will present the consolidated financial position of Parent as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies subject, in the case of the articles of incorporation and by-laws of unaudited interim financial statements, to normal, recurring audit adjustments. Notwithstanding the foregoing, no representation or warranty is being made in this Section 3.5 with respect to information furnished in writing by the Company specifically for inclusion in any Parent as in effect on SEC Report filed after the date hereof, have been made available hereof or with respect to the Companyany Company SEC Report incorporated therein by reference.

Reports and Financial Statements. The filings All reports required to be made filed by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended Buyer (the "Power ActSEC REPORTS")) with the SEC under the Exchange Act since December 31, and applicable state public utility laws and regulations 1998 have been previously furnished or made available to Seller and Buyer shall promptly deliver to Seller any SEC Reports filed with between the SEC, date hereof and the FERC or Closing Date. All of such SEC Reports complied at the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, time they were filed in all material respects with all applicable requirements of the appropriate statute Securities Act and the Exchange Act and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy None of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As , as of their respective datesdates (as amended through the date hereof), the Parent contained or, with respect to SEC Reports did not filed after the date hereof, shall contain any untrue statement of a material fact or omitted or, with respect to SEC Reports filed after the date hereof, shall omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Buyer included in the Parent SEC Reports comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (collectivelyi) were prepared from the books and records of Buyer, the "Parent Financial Statements"(ii) have been were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECor schedules thereto) and (iii) present fairly present the consolidated financial position of Parent Buyer as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate The unaudited financial statements included in the SEC Reports comply in all material respects with the published rules and complete copies regulations of the articles SEC with respect thereto; and such unaudited financial statements (i) were prepared from the books and records of incorporation Buyer, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and bythe rules and regulations thereunder, on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of Buyer as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-laws of Parent as end adjustments and any other adjustments described therein or in effect the notes or schedules thereto. The foregoing representations and warranties shall also be deemed to be made with respect to all filings made with the SEC on or before the date hereof, have been made available to the CompanyClosing Date.

Reports and Financial Statements. (a) The filings required audited consolidated balance sheets as of December 31, 1995, 1994 and 1993 and the related consolidated statements of income and retained earnings for each of the years ended December 31, 1995, 1994 and 1993 (including the related notes and schedules thereto) of the Company, true and complete copies of which have previously been delivered to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power ActAudited Financial Statements"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective datespresent fairly, in all material respects with all applicable requirements respects, the consolidated financial position and the consolidated results of operations and cash flows of the appropriate statute Company and its consolidated Subsidiaries as of the dates or for the periods presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved except as otherwise noted therein, including in the related notes. (b) The unaudited consolidated balance sheets and the rules related statements of income and regulations thereunder. Parent has made available to retained earnings of the Company a for the period ended March 31, 1996 (the "Interim Financial Statements"), true and complete copy copies of each reportwhich have previously been delivered to Parent, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP on a basis consistent with the Audited Financial Statements (except as may be indicated therein or provided in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly next sentence). The Interim Financial Statements present fairly, in all material respects, the consolidated financial position of Parent as of the dates thereof and the consolidated position, results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles Company and its consolidated Subsidiaries for all periods presented therein; subject, however, to the lack of incorporation footnotes which otherwise would be required under GAAP and bynormal year-laws end adjustments, provided that any such year-end adjustments that relate to any of Parent as in effect on the date hereof, first three quarters of the year shall have been made available reflected in the Interim Financial Statements for such quarters. (c) Except as disclosed in the Audited Financial Statements or in the Interim Financial Statements, neither the Company nor any of its Subsidiaries has any liabilities or any obligations of any nature whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the CompanyCompany and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since March 31, 1996 that would not have a Company Material Adverse Effect.

Reports and Financial Statements. (a) The filings required Company has previously furnished to be made by the Parent complete and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Actaccurate copies, as amended or supplemented, of its (a) Annual Report on Form 10-K or Form 10-KSB for the fiscal years ended January 31, 1995 and 1996, as filed with the Securities and Exchange Commission (the "Power ActSEC"), and applicable state public utility laws and regulations have been filed with the SECamendments thereto, the FERC (b) proxy statements relating to all meetings of its stockholders (whether annual or the appropriate state public utilities commissionspecial) since September 6, as the case may be1994, including (c) all forms, other final reports or registration statements, reportsother than Registration Statements on Form S-8, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to filed by the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since September 6, 1994 and (d) the draft Annual Report on form 10-KSB for the fiscal year ended January 131, 1996 1997 (as such documents have since the time of their filing been amended, the "Parent SEC Draft Report") , (such annual reports, proxy statements, registration statements, Draft Report and other filings, together with any amendments or supplements thereto, are collectively referred to herein as the "Company Reports"). The Company Reports constitute all of the documents filed or required to be filed by the Company with the SEC since September 6, 1994, other than Registration Statements on Form S-8. The Parties acknowledge and agree that the Draft Report shall be substantially updated to include such information as the Company deems necessary to disclose therein, which information has previously been disclosed to Parent. As of their respective datesdates and subject to the immediately preceding sentence with respect to the Draft Report as of the date hereof (as supplemented by the information disclosed herein), the Parent SEC Company Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent the Company included in the Parent SEC Company Reports (collectivelytogether, the "Parent Financial Statements") (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto thereto, and except with respect to unaudited statements in the case of quarterly financial statements, as permitted by Form 10-Q of or Form 10-QSB under the SECExchange Act and subject to normal recurring year-end adjustments), (iii) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated condition, results of its operations and cash flows of the Company as of the respective dates thereof and for the periods then ended. Truereferred to therein, accurate and complete copies (iv) are consistent in all material respects with the books and records of the articles Company. The Company has also previously furnished to the Parent all documents prepared by the Company and used in connection with any offer or sale of incorporation securities by the Company since September 6, 1994. (b) The balance sheet contained in the Draft Report including the footnotes thereto, is sometimes referred to hereinafter as the "Base Balance Sheet." (c) The books of account of the Company are complete and by-laws correct in all material respects. The (i) current books of Parent as account and (ii) to the extent the same are in effect on the date hereofCompany's possession, auditor's letters to management of the Company for the past five (5) years and other significant correspondence from or to such auditors during such period, if any, have been made available to the CompanyParent.

Reports and Financial Statements. The filings (a) Since January 1, 2003, Parent has filed with the SEC all Parent Reports required to be filed with the SEC, and has made available to the Company complete and accurate copies, as amended or supplemented, of the Parent Reports in the form filed with the SEC. The Parent Reports constitute all of the documents required to be filed by the Parent and its subsidiaries since with the SEC from January 1, 1996 under 2003 through the date of this Agreement. As of their respective filing dates, the Parent Reports (i) complied in all material respects with the requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations promulgated thereunder. , and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (“SOX”) applicable to such Parent has made available to Reports, and (ii) the Company Parent Reports did at the time they were filed (or if amended or superseded by a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor later filing with the SEC since January 1and publicly available prior to the date of this Agreement, 1996 (as on the date of such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did later filing) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited Each of the consolidated financial statements and unaudited interim financial statements of Parent (including the notes thereto), included in the Parent SEC Reports (collectivelyi) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, the "Parent Financial Statements"(ii) have been were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto thereto, and except with respect to unaudited statements in the case of quarterly financial statements, as permitted by Form 10-Q of under the SECExchange Act), and (iii) and fairly present the consolidated financial position of Parent as of the dates thereof and the consolidated condition, results of its operations and cash flows of the Parent and its consolidated subsidiaries as of the respective dates thereof and for the periods then endedreferred to therein. TrueThere has been no material change in the Buyer’s accounting policies since December 31, accurate and complete copies 2005, except as described in the notes to the financial statements of the articles Parent included in the Parent Reports. (b) Except as disclosed to the Company and the Stockholders in writing and except (i) as set forth or fully reserved against in the most recent financial statements included in the Parent Reports (the “Parent Financials”), or (ii) as incurred since the date of incorporation the most recent balance sheet in the Parent Financials in the ordinary course of business consistent with past practice, Parent and by-laws its subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). (c) Parent is, and has been, in compliance in all material respects with the provisions of SOX applicable to it on or prior to the date hereof and has implemented such reasonable programs and has taken the reasonable steps necessary to ensure Parent’s future compliance (not later than the relevant statutory and regulatory deadlines therefore) in all material respects with all provisions of SOX which shall become applicable to Parent after the date hereof. (d) Each of the principal executive officer of Parent and the principal financial officer of Parent has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX as applicable with respect to the Parent Reports, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither Parent nor any of its subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers of Parent within the meaning of Section 402 of SOX. (e) Neither Parent nor any of its subsidiaries is a party to, or has any legally binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent and any of its subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its subsidiaries in Parent’s or such subsidiary’s published financial statements or other Parent Reports. (f) The books, records and accounts of Parent are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in all material respects in accordance with customary and reasonable business practices and the requirements of the Exchange Act, the Securities Act, and to the extent in effect, SOX. (g) Parent’s “internal control over financial reporting” (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) is sufficient in all material respects to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) that receipts and expenditures of Parent are made only in accordance with the authorizations of management and directors of Parent, and (iv) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on the date hereoffinancial statements. (h) Parent’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (i) information required to be disclosed by Parent in the reports that it files or submits under the Exchange Act is recorded, have been made available processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and (ii) all such information is accumulated and communicated to the CompanyParent’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Reports and Financial Statements. The filings required (a) Parent has previously made available to be made the Company (including through the SEC’s ▇▇▇▇▇ system) true and complete copies of (a) Parent’s Annual Reports on Form 10-KSB filed with the SEC for each of the years ended June 30, 2003 through 2005; (b) Parent’s Quarterly Reports on Form 10-QSB filed with the SEC for the quarter ended September 30, 2005; (c) each definitive proxy statement filed by Parent with the SEC since December 31, 2003; (d) each final prospectus filed by Parent with the SEC since December 31, 2003; and its subsidiaries (e) all Current Reports on Form 8-K filed by Parent with the SEC since January 1December 31, 1996 under 2003. As of their respective dates (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), such reports, proxy statements and prospectuses (individually a “Parent SEC Report” and, collectively, “Parent SEC Reports”) (a) complied as to form in all material respect with the applicable requirements of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true promulgated thereunder and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports (collectivelyincluding any related notes and schedules) complied as to form, as of their respective dates of filing with the "Parent Financial Statements") have been SEC, in all material respects with all applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with past practice and GAAP consistently applied during the periods involved (except as may be indicated therein or otherwise disclosed in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present presented the consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its their operations and their cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, where appropriate, to normal year-end adjustments). Since June 30, 2003, Parent has timely filed all material reports and other filings required to be filed by it with the SEC under the rules and regulations of incorporation and by-laws the SEC. (b) Since September 30, 2005, there has not been any material change by Parent in accounting principles, methods or policies for financial accounting purposes, except as required by concurrent changes in generally accepted accounting principles. There are no material amendments or modifications to agreements, documents or other instruments which previously had been filed by Parent with the SEC pursuant to the Securities Act or the Exchange Act, which have not been filed with the SEC but which are required to be filed. Parent maintains a reasonable process or procedure under which management of Parent as in effect is aware of or authorizes material transactions of Parent such that such transactions may be recorded on the date hereofquarterly and annual financial reports of Parent in accordance with GAAP. Parent currently conducts its business in compliance in all material respects with all laws and regulations as currently applicable to the conduct of its business, including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) Parent has no material indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due or asserted or unasserted), and, to the Knowledge of Parent, there is no reasonable basis for the assertion of any material claim or liability of any nature against Parent, except for liabilities (i) which are fully reflected in, reserved against or otherwise described in the Parent’s Quarterly Report on Form 10-QSB filed with the SEC for the quarter ended September 30, 2005 or in Parent SEC Reports filed after such Quarterly Report, (ii) which have been made available incurred after the most recent Parent SEC Reports in the ordinary course of business, consistent with past practice, or (iii) which are obligations to perform under executory contracts in the Companyordinary course of business (none of which is a liability resulting from a breach of contract or warranty, tort, infringement or legal action).

Reports and Financial Statements. The filings (a) Set forth in Section 5.4(a) of the Disclosure Schedules are (i) the unaudited pro forma balance sheet of the Business (on a consolidated basis) as of December 31, 2019 and the related pro forma unaudited statement of income, for the period then ended, derived from the audited financial statements of the Seller (on a consolidated basis) for the fiscal year ended December 31, 2019 (the “Seller’s Audited Financial Statements”), prepared in accordance with the Accounting Principles (and pursuant to the business segment information set forth thereunder in respect of the Business) (the “Seller’s Pro Forma Financial Statements”), (ii) the audited financial statements of each of the Acquired Subsidiaries as of December 31, 2019 (to the extent required to be made by Parent for Seller’s audited consolidated financial statements), together with notes and its subsidiaries since January 1, 1996 under schedules thereto (together with the Securities ActSeller’s Audited Financial Statements, the Exchange Act“Audited Financial Statements”), (iii) the unaudited pro forma balance sheet and statement of income of the Business (on a consolidated basis) as of September 30, 2020, derived from the financial statements of the Seller for the period then ended, prepared in accordance with the Accounting Principles, and (iv) the financial statements of each of the Acquired Subsidiaries for the period ended September 30, 2020 (the financial statements described in clauses (iii) and (iv) being the “Interim Financials” and together with the Seller’s Pro Forma Financial Statements, the 1935 Act, “Financial Statements”). (b) The Financial Statements were derived from the Federal Power Act, as amended books and records of the Seller and the Acquired Subsidiaries and (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective datesi) present fairly, in all material respects with all applicable requirements respects, the financial position and results of operations of the appropriate statute Business and each Acquired Subsidiary, as applicable, at the rules dates and regulations thereunder. Parent has made available to for the Company a true periods indicated, and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements"iii) have been prepared in accordance with GAAP (except as may be indicated therein or the Accounting Principles, subject, in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q case of the SEC) Interim Financials, to normal year-end adjustments; provided, that the foregoing representations and fairly present warranties are qualified by the consolidated financial position of Parent fact that the Business has not operated as a separate standalone entity and therefore the Financial Statements do not necessarily represent the financial, operating or other results of the dates thereof Business had the Business been operated as a standalone entity. The Financial Statements do not reflect any material assets or material Liabilities not related to the Business. (c) All Accounts Receivable which are included in the Financial Statements have arisen from bona fide transactions in the ordinary course of the business of the Business consistent with past practice. From December 31, 2019, the Seller and the consolidated results Acquired Subsidiaries, as applicable, have continued their method of its operations collection of Accounts Receivable in accordance with past practice and cash flows for have not accelerated or otherwise changed in any material respect their collection of Accounts Receivables in a manner which deviates from past practice in the periods then ended. Trueordinary course of business. (d) Since January 1, accurate and complete copies 2018, neither the Seller nor any of the articles of incorporation Acquired Subsidiaries has, and by-laws of Parent as in effect on the date hereof, have been made available to the CompanySeller’s Knowledge, no director, officer, auditor or accountant of the Seller or any of the Acquired Subsidiaries has received or otherwise had or obtained knowledge of any material written complaint, allegation, assertion or claim from a Governmental Authority that the Seller or any of the Acquired Subsidiaries has engaged in questionable accounting or auditing practices.

Reports and Financial Statements. The filings Parent has timely filed all reports required to be made by Parent and its subsidiaries filed with the SEC pursuant to the Exchange Act or the Securities Act since January 1, 1996 under the Securities Act1994 (collectively, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power ActPARENT SEC REPORTS"), and applicable state public utility laws has previously made available to the Company true and regulations have been filed complete copies of all such Parent SEC Reports. Such Parent SEC Reports, as of their respective dates, complied in all material respects with the SEC, applicable requirements of the FERC or Securities Act and the appropriate state public utilities commissionExchange Act, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as none of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as may be indicated otherwise noted therein or or, in the notes thereto and except with respect to case of unaudited statements statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of unaudited statements, to normal, recurring year-end adjustments and any other adjustments described therein) the consolidated financial position of Parent and its consolidated Subsidiaries as of at the dates thereof and the consolidated results of its operations and cash flows of Parent and its consolidated Subsidiaries for the periods then ended. TrueSince January 1, accurate and complete copies 1994, there has been no change in any of the articles significant accounting (including tax accounting) policies, practices or procedures of incorporation and by-laws the Parent or any of Parent as in effect on the date hereof, have been made available to the Companyits consolidated Subsidiaries.

Reports and Financial Statements. The filings (a) Parent and each of its Subsidiaries has timely filed or furnished all forms, documents, certifications, statements and reports required to be made filed or furnished by it with the SEC since December 31, 2013 (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, including all exhibits, supplements or schedules thereto, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment (and, in the case of registration statements and its subsidiaries since January 1proxy statements, 1996 under on the dates of effectiveness and the dates of the relevant meetings, respectively), (i) the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the applicable rules and regulations promulgated thereunder. Parent has made available to the Company a true , and complete copy (ii) none of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements Since December 31, 2013, no executive officer of Parent included has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Reports Documents. (collectivelyb) (i) Each of the consolidated balance sheets included in or incorporated by reference into Parent SEC Documents (including the related notes and schedules) presents fairly, in all material respects, the "consolidated financial position of Parent and its consolidated Subsidiaries as of its date and (ii) each of Parent’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows included in or incorporated by reference into the Parent SEC Documents (including any related notes and schedules) (such changes in stockholders’ equity and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Parent Financial Statements"”) presents fairly, in all material respects, the results of operations and cash flows, as the case may be, of Parent and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments and the absence of notes), (iii) the Parent Financial Statements (A) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries and (B) are in conformity with GAAP (except, in the case of the unaudited statements, subject to normal year-end audit adjustments and the absence of notes) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto thereto) and except (iv) the Parent Financial Statements have been prepared in accordance with respect to unaudited statements as permitted by Form 10-Q and comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC) and fairly present , the consolidated financial position of Parent as of the dates thereof Exchange Act and the consolidated results Securities Act. As of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, Deloitte and Touche LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent. (c) Neither Parent nor any of its Subsidiaries is a party to, nor does it have been made available any Contractual commitment to become a party to, any material “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since December 31, 2013, (i) none of Parent nor any Subsidiary of Parent nor, to the Companyknowledge of Parent, any Representative of Parent or any Subsidiary of Parent, has received any written complaint, allegation or claim regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or any complaint, allegation or claim, whether written or to a compliance hotline or similar reporting method, from employees of Parent or any Subsidiary of Parent regarding questionable accounting or auditing matters with respect to Parent or any Subsidiary of Parent, and (ii) no attorney representing Parent or any Subsidiary of Parent, whether or not employed by Parent or any Subsidiary of Parent, has reported evidence of a violation of securities Laws or breach of fiduciary duty by Parent, any Subsidiary of Parent or any of their respective Representatives to Parent board of directors or any committee thereof, or to the General Counsel or Chief Executive Officer of Parent.

Reports and Financial Statements. The Since December 31, 1994, Recoton and each of its subsidiaries required to make filings under the Securities Act, the Exchange Act and applicable state laws and regulations, as the case may be, have filed all forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 them under each of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with of Recoton's and its subsidiaries' jurisdictions of incorporation and the SECrespective rules and regulations thereunder, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, which complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. Parent Recoton has made available previously delivered to the Company a ▇▇▇▇▇▇ true and complete copy copies of each reportits (a) Annual Reports on Form 10-K, scheduleQuarterly Reports on Form 10-Q, registration statement and definitive proxy statement Current Reports on Form 8-K filed by Parent Recoton or any of its predecessor subsidiaries with the SEC since January 1from December 31, 1996 1991 until the date hereof, (as such documents have since b) proxy and information statements relating to all meetings of its shareholders (whether annual or special) and actions by written consent in lieu of a shareholders' meeting from December 31, 1991 until the time of their filing been amendeddate hereof and (c) all other reports or registration statements filed by Recoton or its subsidiaries with the SEC from December 31, 1991, until the date hereof (collectively, the "Parent Recoton SEC Reports") and (d) audited consolidated financial statements of Recoton for the fiscal year ended December 31, 1994 and its unaudited consolidated financial statements for the nine months ended September 30, 1995 (the "1994-95 Recoton Financial Statements"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of Parent Recoton included in the Parent Recoton SEC Reports and the 1994-95 Recoton Financial Statements (collectively, the "Parent Recoton Financial Statements") have been prepared fairly present the financial position of Recoton and its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended in accordance conformity with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q thereto) subject, in the case of the SEC) unaudited interim financial statements, to normal year-end and fairly present the consolidated financial position of Parent as of the dates thereof audit adjustments and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies of the articles of incorporation and by-laws of Parent as in effect on the date hereof, have been made available to the Companyany other adjustments described therein.

Reports and Financial Statements. The filings (a) Since January 1, 1995, Parent has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements thereto) required to be made filed by Parent and its subsidiaries since January 1, 1996 it under each of the Securities Act, the Exchange Act, Act and the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws respective rules and regulations have been filed with the SECthereunder, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, which complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations thereunder. . (b) Parent has previously made available or delivered to the Company copies of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997, and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its shareholders (whether annual or special) and (ii) any actions by written consent in lieu of a true shareholders' meeting from January 1, 1998, until the date hereof, and complete copy of each report(c) all other reports, scheduleincluding quarterly reports, or registration statement and definitive proxy statement statements filed by Parent or its predecessor with the SEC since January 1, 1996 1998 (other than Registration Statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c), including the exhibits thereto, collectively referred to as such documents have since the time of their filing been amended, the "Parent SEC Reports"). . (c) As of their respective dates, dates the Parent SEC Reports Reports, as of the effective date of any registration statement as amended or supplemented filed by Parent, did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (d) The audited consolidated financial statements and unaudited interim consolidated financial statements of Parent included in the Parent SEC Reports such reports (collectively, the "Parent Financial Statements") have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of its their operations and cash flows for the periods then ended. True, accurate and complete copies subject, in the case of the articles of incorporation unaudited interim financial statements, to normal year-end and by-laws of Parent as in effect on the date hereof, have been made available to the Companyaudit adjustments and any other adjustments described therein.

Reports and Financial Statements. The filings (a) Since the date Genco Holdings' registration statement on Form 10 was declared effective by the Securities and Exchange Commission (the "SEC") (December 11, 2002), Genco Holdings and, to the extent applicable, each of the other Companies, has timely filed (i) with the SEC all forms, reports, schedules, statements, registration statements and definitive proxy statements (all such filings, including such registration statement on Form 10, the "GENCO SEC REPORTS") required to be made filed by Parent and its subsidiaries since January 1, 1996 the Companies under each of the Securities Act, the Exchange Act, the 1935 Act, the Federal Power ActAct of 1933, as amended amended, and the respective rules and regulations thereunder (the "Power ActSECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder (the "EXCHANGE ACT"), and applicable state public utility laws and regulations have been filed (ii) with the SEC, the FERC or NRC, the appropriate state public utilities commission, as Public Utility Commission of Texas (the case may be, including "PUC") and any other Governmental Authority with jurisdiction all material forms, statements, reports, agreements schedules, registrations, declarations and other filings required to be filed by it under all documentsapplicable Laws, exhibitsincluding PUHCA, amendments the Atomic Energy Act of 1954 ("AEA") and supplements appertaining theretothe Texas Public Utility Regulatory Act, and compliedthe respective rules and regulations thereunder ("PURA"), all of which, as of their respective datesamended if applicable, complied in all material respects with all applicable requirements of the appropriate statute act and the rules and regulations promulgated thereunder. Parent has made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent or its predecessor with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, dates the Parent Genco SEC Reports (including exhibits and all other information incorporated by reference thereto) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each of the audited and unaudited consolidated financial statements and unaudited interim financial statements (including any related notes) of Parent Genco Holdings included in the Parent Genco SEC Reports (collectivelyincluding exhibits and all other information incorporated by reference thereto), including its Annual Report on Form 10-K for the year ended December 31, 2003 (the "GENCO HOLDINGS 10-K") when filed, complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was prepared from, and is in accordance with, the "Parent Financial Statements") books and records of the Companies, which books and records have been prepared maintained, and which financial statements were prepared, in accordance with GAAP United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SECthereto) and fairly present presented in all material respects the consolidated financial position of Parent Genco Holdings and its subsidiaries as of the dates thereof and the consolidated results of its operations and their operations, cash flows and changes in financial position for the periods then endedreported (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that are immaterial to the Companies as a whole). True, accurate All of the Companies are consolidated for accounting purposes. (b) Section 4.6(b) of the Companies Disclosure Letter contains true and complete copies of the articles audited balance sheet for South Texas Project, as of incorporation December 31, 2003, December 31, 2002 and by-laws December 31, 2001, and the audited statement of Parent income of South Texas Project for the fiscal years ended December 31, 2003, December 31, 2002 and December 31, 2001 (collectively, the "STP FINANCIAL STATEMENTS"). Each of the STP Financial Statements was prepared from, and is in accordance with, the books and records of South Texas Project, which books and records have been maintained, and which financial statements were prepared, in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in effect the notes thereto) and, as of their respective dates, fairly presented in all material respects the financial position of South Texas Project as of the dates thereof and the results of their operations, cash flows and changes in financial position for the periods reported. (c) The management of Genco Holdings has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) intended to ensure that material information relating to the Companies is timely made known to the management of Genco Holdings by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to Genco Holdings' outside auditors and the date hereofaudit committee of board of directors of Genco Holdings (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could adversely affect Genco Holdings' ability to record, process, summarize and report financial information on a timely basis and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Genco Holdings' internal control over financial reporting. A summary of any such disclosure made by management to Genco Holdings' auditors and audit committee has been made available to the CompanyBuyer.

Reports and Financial Statements. The filings (a) Parent has filed with the SEC true and complete copies of all reports, schedules, forms, statements and any definitive proxy or information statements required to be made filed by Parent and its subsidiaries pursuant to the Exchange Act since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended 2008 (the "Power Act"“SEC Filings”), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as each of their respective dates, which has complied in all material respects with all applicable requirements of the appropriate statute Exchange Act and the rules and regulations promulgated thereunder. Parent has made available , as in effect on the date so filed, except to the Company extent updated, amended, restated or corrected by a true and complete copy of each report, schedule, registration statement and definitive proxy statement subsequent SEC Filing filed or furnished to the SEC by Parent and in either case, publicly available prior to February 8, 2012 or its predecessor as set forth in Section 6.12(a) of the Buyer Disclosure Schedule. None of the SEC Filings (including, any financial statements or schedules included or incorporated by reference therein) contained when filed, and any SEC Filings filed with the SEC since January 1subsequent to the date hereof will not contain, 1996 (as such documents have since the time of their filing been amended, the "Parent SEC Reports"). As of their respective dates, the Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated , except to the extent updated, amended, restated or corrected by a subsequent SEC Filing. (b) Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed on or prior to the date hereof, all of the financial statements and unaudited interim financial statements of Parent included in the Parent SEC Reports Filings, in each case, including any related notes thereto, as filed with the SEC (collectively, those filed with the "SEC are collectively referred to as the “Parent Financial Statements") ”), have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto and except with respect to or, in the case of the unaudited statements statements, as may be permitted by Form 10-Q of the SECSEC and subject, in the case of the unaudited statements, to normal, year-end audit adjustments which could not reasonably be expected to be material, individually or in the aggregate). The consolidated balance sheets (including the related notes) and included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present present, in all material respects, the consolidated financial position of Parent as of and its consolidated subsidiaries at the respective dates thereof thereof, and the consolidated results statements of its operations operations, stockholders’ equity and cash flows (in each case, including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated statements of operations, stockholders’ equity and cash flows of Parent and its consolidated subsidiaries for the periods then ended. Trueindicated, accurate and complete copies subject, in the case of the articles unaudited statements, to normal, year-end audit adjustments which could not reasonably be expected to be material, individually or in the aggregate. (c) Parent has designed and maintains a system of incorporation “internal controls over financial reporting” (as defined in Rules 13a-15(f) and by-laws 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) The management of Parent has (i) implemented disclosure controls and procedures (as defined in effect on Rule 13a-15(e) of the date hereofExchange Act) to ensure that material information relating to Parent, have been including its consolidated subsidiaries, is made available known to the CompanyChief Executive Officer and Chief Financial Officer of Parent by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Parent’s outside auditors and the audit committee of the board of directors of Parent (A) all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Neither Parent nor any of its consolidated subsidiaries has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to Parent and its consolidated subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the consolidated balance sheet of Parent and its consolidated subsidiaries as of December 31, 2011, including the notes thereto, contained in the SEC Filings, (ii) liabilities or obligations incurred on behalf of Buyer in connection with this Agreement, (iii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since December 31, 2011, and (iv) other liabilities or obligations that are not otherwise covered by insurance that were not, and could not reasonably be expected to be, material and adverse to the financial condition, businesses, results of operations, properties or assets of Parent and its consolidated subsidiaries, taken as a whole.

Reports and Financial Statements. The filings required to be made by Parent and its subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the 1935 Act, the Federal Power Act, as amended (the "Power Act"), and applicable state public utility laws and regulations have been filed with the SEC, the FERC or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. Parent has --------------------------------- previously furnished or otherwise made available to the Company a true and complete copy copies of: (a) the Parent's Annual Reports on Form 10-K filed with the SEC for each of the years ended December 31, 1996 and 1997; (b) the Parent's Quarterly Report on Form 10-Q filed with the SEC for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997; (c) each report, schedule, registration statement and definitive proxy statement filed by the Parent or its predecessor with the SEC since December 31, 1996; (d) each final prospectus filed by the Parent with the SEC since December 31, 1996, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K filed by the Parent with the SEC since January 1, 1996 (as such documents have since the time 1997. As of their filing been amendedrespective dates, such reports, proxy statements and prospectuses (collectively with any amendments, supplements and exhibits thereto, the "Parent SEC Reports"). As ) (i) complied as to form in all material respects with the applicable requirements of their respective datesthe Securities Act, the Parent SEC Reports Exchange Act and the rules and regulations promulgated thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Report was amended or was superseded by a later filed Parent SEC Report, none of the Parent SEC Reports contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated financial statements and unaudited consolidated interim financial statements of Parent included in the Parent SEC Reports (collectively, the "Parent Financial Statements"including any related notes and schedules) have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Parent and its consolidated Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. True, accurate and complete copies or as of the articles dates then ended (subject, in the case of incorporation the unaudited interim financial statements, to normal year-end adjustments), in each case in accordance with past practice and by-laws GAAP consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, 1996, the Parent has timely filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of Parent as in effect on the date hereof, have been made available to the CompanySEC.