Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Since September 30, 2001, Buyer has timely filed all required reports, schedules, forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed by it with the Securities and Exchange Commission since January 1, 1997 (collectively, the "Company Buyer SEC Reports"). None of the Company The Buyer SEC Reports, as of their respective dates, contained did not, and any Buyer SEC Reports filed with the Securities and Exchange Commission after the date hereof will not, contain any untrue statement of a material fact or omitted 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. Each of the consolidated balance sheets (including the related notes) financial statements included or to be included in the Company Buyer SEC Reports presents or will present fairly, in all material respects, the consolidated financial position and consolidated results of the Company operations and cash flows of Buyer and its Subsidiaries subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries or for the respective periods or as of the respective dates set forth therein, all in conformity accordance with GAAP consistently applied during the periods involved, involved except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments that will not be material in amount. All of the Company such Buyer SEC Reports, as of their respective dates, complied as to form in all material respects with the applicable requirements of the Exchange ActSecurities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and the applicable rules and regulations promulgated thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has Except as set forth in the Signal Disclosure Letter, since December 31, 1994, Signal and Signal Capital Trust have filed all formsreports, reports registrations and documentsstatements, including all Reports on Form together with any required amendments thereto, that they were required to file with the Commission, including, but not limited to Forms 10-K, Form Forms 10-Q and Form Q, Forms 8-K, registration statements K and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Signal Reports"). None Signal has previously made available or furnished, or, with respect to Signal Reports filed after the date of this Agreement, will promptly furnish, FirstMerit with true and complete copies of each of the Company SEC Signal Reports, as . As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), contained and except as stated in the Signal Disclosure Letter, the Signal Reports complied, or, with respect to Signal Reports filed after the date of this Agreement, will comply, in all material respects with all the rules and regulations promulgated by the Commission, and did not contain, or, with respect to Signal Reports filed after the date of this Agreement, will not contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) Signal included in the Company SEC Signal Reports presents fairly, (the "Signal Financial Statements") have been prepared in all material respects, accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Signal and the Company and its Signal Subsidiaries as of at the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. All of the Company 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 any other adjustments described therein and the applicable rules and regulations thereunderabsence of footnotes. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company and each of its -------------------------------- wholly owned Subsidiaries required to file reports under Sections 13 or 15(d) of the Exchange Act has filed all required reports, schedules, forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed by it with the Commission SEC since January 1, 1997 1995 (collectively, including all exhibits thereto, and together with such other reports, schedules, forms, statements and other documents, filed by the Company or any Subsidiary with the SEC under the Exchange Act and the Securities Act, including all exhibits thereto, the "Company COMPANY SEC ReportsREPORTS"). None of the Company SEC Reports, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries or for the respective periods or as of the respective dates set forth therein, all and were prepared in conformity with GAAP United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, involved except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All of the Company SEC Reports, as of their respective datesdates (and as of the date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the applicable Exchange Act and the rules and regulations promulgated thereunder. (b) OCC has filed all forms. Except for matters reflected or reserved against in the balance sheet for the period ended April 3, reports and documents, including all Reports on 1998 included in the financial statements contained in the Company's most recent Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure ScheduleQ, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has incurred since that date any liabilities or obligations of any nature, nature (whether or not accrued, contingent absolute, contingent, fixed or otherwise, that ) which would be required by generally accepted accounting principles under GAAP to be reflected set forth on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto)consolidated Subsidiaries, except for liabilities or and obligations which were incurred in the ordinary course of business consistent with past practice since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholesuch date.

Reports and Financial Statements. (a) The Except as set forth in Section 4.5 of the Company has filed Disclosure Schedule, all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements material filings required to be filed with made by the Commission Company and the Company Subsidiaries since January 1, 1997 1998 under the Securities Act of 1933, as amended (collectivelythe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Public Utility Holding Company Act (the "1935 Act"), the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954 (the "Atomic Energy Act"), the Communications Act of 1934, applicable state public utility laws and regulations or pursuant to the requirements of any other Governmental Authority have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Federal Communications Commission (the "FCC"), the Department of Energy (the "DOE"), or the appropriate state public utilities commission or such other appropriate Governmental Authority, 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 or as of the date of any amendment thereto, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed with the SEC by the Company pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1998 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). None Except as set forth in Section 4.5 of the Company SEC ReportsDisclosure Schedule, as of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except as set forth in Section 4.5 of the Company Disclosure Schedule, the audited consolidated balance sheets (including financial statements and unaudited interim financial statements of the related notes) Company included in the Company SEC Reports presents fairly, in all material respects(collectively, the consolidated "Company Financial Statements") have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. 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 financial position of the Company and its Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of its operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal yearaudit adjustments which will not be material in amount or effect. True, accurate and complete copies of the charter and by-end adjustments. All laws of the Company, as in effect on the date hereof, are included (or incorporated by reference) in the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Since March 31, 1997, Security First has filed all formsreports, reports registrations and documentsstatements, including all Reports on Form together with any required amendments thereto, that it was required to file with the Commission, including, but not limited to Forms 10-K, Form Forms 10-Q and Form Q, Forms 8-K, registration statements K and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Security First Reports"). None Security First has previously made available or furnished, or, with respect to Security First Reports filed after the date of this Agreement, will promptly furnish, FirstMerit with true and complete copies of each of the Company SEC Security First Reports, as . As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), contained and except as stated in the Security First Disclosure Letter, the Security First Reports complied, or, with respect to Security First Reports filed after the date of this Agreement, will comply, in all material respects with all the rules and regulations promulgated by the Commission, and did not contain, or, with respect to Security First Reports filed after the date of this Agreement, will not contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) Security First included in the Company SEC Security First Reports presents fairly, (the "Security First Financial Statements") have been prepared in all material respects, accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of Security First and the Company and its Security First Subsidiaries as of at the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. All of the Company 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 any other adjustments described therein and the applicable rules and regulations thereunderabsence of footnotes. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements filings required to be filed with made by WPL and the Commission WPL Subsidiaries since January 1, 1997 1992 under the Securities Act of 1933, as amended (collectivelythe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Company SEC ReportsExchange Act"). None , the 1935 Act, the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954, as amended (the Company SEC Reports"Atomic Energy Act") and applicable state laws and regulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Department of Energy (the "DOE") or any 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, contained in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. (b) WPL has made available to IES and Interstate a true and complete copy of each form, report, schedule, registration statement and definitive proxy statement filed by each of WPL and WP&LC with the SEC since January 1, 1992 (as such documents have since the time of their filing been amended or supplemented, the "WPL SEC Reports") and each other filing described in Section 4.5(a). As of their respective dates, the WPL SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each . (c) The audited consolidated financial statements and unaudited interim financial statements of WPL and WP&LC, as the consolidated balance sheets (including the related notes) case may be, included in the Company WPL SEC Reports presents fairly(collectively, the "WPL 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 under the Exchange Act) and fairly present in all material respects, respects the consolidated financial position of WPL or WP&LC, as the Company and its Subsidiaries case may be, as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of its operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 True, accurate and complete copies of the Company Disclosure ScheduleRestated Articles of Incorporation and By-laws of WPL, neither as in effect on the Company nor any of its Subsidiaries has guaranteed date hereof, are included (or otherwise agreed to become responsible for any Indebtedness of any other Person. (eincorporated by reference) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company WPL SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeReports.

Reports and Financial Statements. (a) The Company has filed or furnished all forms, documents and reports and documents, (including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements exhibits) required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”) since January 1December 31, 1997 2006 (collectively, the "“Company SEC Reports"Documents”). None of the Company SEC Reports, as As of their respective dates, contained or, if amended, as of the date of the last such amendment, the Company SEC Documents (i) were prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder in all material respects, (ii) complied in all material respects with applicable Laws, and (iii) did not contain any untrue statement of a material fact or omitted omit to state a or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each No Subsidiary of the Company is required to file any form or report with the SEC. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of NASDAQ. (b) The Company has heretofore made available to Parent complete and correct copies of all amendments and modifications that have not been filed by the Company with the SEC to all agreements, documents and other instruments that previously had been filed by the Company with the SEC and are currently in effect. The Company has made available to Parent all comment letters received by the Company from the SEC or the staff thereof since December 31, 2005 and all responses to such comment letters filed by or on behalf of the Company. To the Company’s knowledge, each director and executive officer of the Company has filed with the SEC on a timely basis all statements required by Section 16(a) of the Exchange Act and the rules and regulations thereunder since December 31, 2005, except as disclosed in the Company SEC Documents. (c) The consolidated balance sheets financial statements (including all related notes and schedules) of the related notes) Company included in the Company SEC Reports presents fairly, Documents were prepared in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity accordance with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10Regulation S-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None X of the OCC SEC ReportsSEC, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, and fairly present in all material respects, respects the consolidated financial position of OCC the Company and its Subsidiaries consolidated Subsidiaries, as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of OCC and its Subsidiaries their consolidated cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with United States GAAP (except, in the case of the OCC SEC Reportsunaudited 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). (d) Each of their respective datesthe principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, complied as applicable) has timely made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) with respect to form the Company SEC Documents, and the statements contained in all material respects such certifications were complete and correct on the date such certifications were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. As of September 30, 2007 and to the Company’s knowledge thereafter it maintains disclosure controls and procedures that comply with requirements of Rule 13a-15 or Rule 15d-15 under the Exchange Act, the Securities Act ; such controls and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, procedures are effective to ensure that all material information concerning the Company and its Subsidiaries have not is made any misstatements of fact, or omitted known on a timely basis to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by individuals responsible for the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 preparation of the Company Disclosure ScheduleCompany’s SEC filings. As of September 30, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as 2007 and to the extent set forth Company’s knowledge thereafter, as of the date of this Agreement, (i) there are no significant deficiencies or material weaknesses in the Company SEC Reports design or operation of internal controls over financial reporting (as defined in any Section Rule 13a-15(f) of the Company Disclosure Schedules, neither the Company Exchange Act) nor (ii) any of its Subsidiaries has any liabilities or obligations of any naturefraud, whether or not accrued, contingent or otherwisematerial, that would be required by generally accepted accounting principles to be reflected on involves management or other employees who have a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred significant role in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeCompany’s internal controls over financial reporting.

Reports and Financial Statements. (a) The Company Parent has timely filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission SEC pursuant to the Exchange Act or the Securities Act, and has previously provided or made available to the Company true and complete copies of all reports filed by Parent with the SEC since January 1, 1997 2003 (collectively, the "Company “SEC Reports"”). None of the Company Such SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such SEC Reports, as of its date, contained any untrue statement of a material fact or 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. Each of Except to the consolidated balance sheets (including the related notes) included extent that information contained in the Company such SEC Reports presents fairlyhas been revised, in all material respectssupplemented, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods amended or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal yearsuperceded by later-end adjustments. All of the Company filed SEC Reports, as of their respective datesor has otherwise become immaterial, complied as to form in all material respects with the requirements none of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Parent SEC Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained contains any untrue statement of a material fact or omitted omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each The financial statements of the consolidated balance sheets (Parent, including the related notes) notes thereto, included in the OCC SEC Reports presents fairly, have been prepared in accordance with GAAP consistently applied (except as otherwise stated in the footnotes to the financial statements) and fairly present in all material respects, respects the consolidated financial position condition of OCC and its Subsidiaries Parent as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the consolidated results of operations and the changes in financial position of OCC and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderthen ended. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The IMA Common Stock has been registered under Section 12(g) of the Exchange Act and the Purchaser is subject to the periodic reporting requirements of Section 13 of the Exchange Act. The Purchaser has previously furnished or otherwise made available to the Company has filed all forms, reports true and documents, including all complete copies of: (i) the Annual Reports on Form 10-KK filed by the Purchaser with the SEC for the fiscal years ended October 31, 2014 and 2015; (ii) the Quarterly Reports on Form 10-Q filed by the Purchaser with the SEC for the quarters ended January 31, 2016, April 30, 2016, and July 31, 2016; and (iii) all Current Reports, if any, on Form 8-K, registration statements and proxy statements required to be K filed by the Purchaser with the Commission SEC since January 1, 1997 2015. (collectively, the "Company SEC Reports"). None of the Company SEC Reports, as b) As of their respective dates, contained such reports filed by the Purchaser prior to the date hereof (collectively with, and giving effect to, any amendments, supplements and exhibits thereto filed prior to the date hereof, “Purchaser SEC Reports”) (i) complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder in effect as of the date of filing, and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary 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 Purchaser SEC Report was amended or was superseded by a later filed Purchaser SEC Report, none of the Purchaser 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. The audited financial statements and unaudited interim financial statements included in the Purchaser SEC Reports (including any related notes and schedules) fairly present in all material respects the financial position of the Purchaser as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Except as reflected in the Purchaser Disclosure Schedules, the Purchaser has filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. Purchaser represents and warrants to the Company that, as of the respective dates thereof, all reports of the type referred to in this Section 4.4 that the Purchaser files with the SEC on or 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 which they were made, not misleading. Each of The audited financial statements and the consolidated balance sheets unaudited interim financial statements included in such reports (including the any related notesnotes and schedules) included in the Company SEC Reports presents fairly, will fairly present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries Purchaser as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and cash flows or other information included therein for the changes periods then ended (subject, in financial position the case of the Company interim financial statements, to normal, recurring year-end adjustments), and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all will be prepared in conformity each case in accordance with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein and subject, disclosed in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"notes thereto). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth The Purchaser maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning the Purchaser is made known on Section 4.4 a timely basis to the individuals responsible for the preparation of the Company Disclosure Schedule, Purchaser’s filings with the Company SEC and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeother public disclosure documents. (d) Except as set forth on Section 4.4 The Chief Executive Officer and the Chief Financial Officer of the Company Disclosure SchedulePurchaser have signed, and the Purchaser has furnished to the SEC, all certifications required by Sections 302 and 906 of the Sa▇▇▇▇▇▇-▇▇▇▇▇ ▇ct of 2002; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither the Company Purchaser nor any of its Subsidiaries officers has guaranteed received notice from any governmental entity questioning or otherwise agreed to become responsible for any Indebtedness challenging the accuracy, completeness, form or manner of any other Personfiling or submission of such certifications. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC (including under the Securities Act and documentsthe Exchange Act) since January 1, including 2014 (all Reports on Form 10-Ksuch documents and reports filed or furnished by the Company or any of its Subsidiaries, Form 10-Q the “Company SEC Documents”) and Form 8-Khas timely paid all fees due in connection therewith. 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 proxy statements required to be filed statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the Commission since January 1, 1997 (collectivelyrequirements of the Securities Act, the "Company SEC Reports"Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). None , as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Reports, as of their respective dates, Documents contained any untrue statement of a material fact or 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. Each None of the consolidated balance sheets (including Company’s Subsidiaries is, or at any time since January 1, 2014 has been, required to file any forms, reports or other documents with the related notes) included SEC. No executive officer of the Company 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 the Company relating to the Company SEC Reports presents fairlyDocuments. As of the date of this Agreement, none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of the Company and its Subsidiaries their consolidated cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all (ii) were prepared in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subjectU.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited interim financial statements, as permitted by Form 10-Q and subject to normal year-end adjustments. All 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), (iii) have been prepared from, and are in accordance with, the books and records of the Company SEC Reports, as of their respective dates, complied as to form and its consolidated subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the Exchange ActSEC, the Securities Exchange Act and the applicable rules Securities Act. No financial statements of any person other than the Company and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements its consolidated Subsidiaries are required by GAAP to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as statements of the respective dates thereof, Company. The books and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results records of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made been, and are being, maintained in all material respects in accordance with GAAP and any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not other applicable legal and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeaccounting requirements. (dc) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed is a party to, nor does it have any commitment to become responsible for a party to, any Indebtedness “off-balance sheet arrangements” (as defined in Item 303(a) of any other Person. (e) Except as set forth on Section 4.4 Regulation S-K of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its AffiliatesSEC). (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC (including under the Securities Act and documentsthe Exchange Act) (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, including all Reports on Form 10-Kthe “Company SEC Documents”) since July 1, Form 10-Q and Form 8-K2013. 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 proxy statements required to be statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents filed since July 1, 2013 complied in all material respects with the Commission since January 1, 1997 (collectivelyrequirements of the Securities Act, the "Company SEC Reports"Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). None , as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC ReportsDocuments filed since July 1, as of their respective dates, 2013 contained any untrue statement of a material fact or 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. Each None of the consolidated balance sheets Company’s Subsidiaries is, or at any time since July 1, 2013 has been, required to file any forms, reports or other documents with the SEC. Since July 1, 2013, no executive officer of the Company 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, (including i) there are no outstanding or unresolved comments in any comment letters of the related notes) included in staff of the SEC received by the Company relating to the Company SEC Reports presents fairlyDocuments and (ii) none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents filed since July 1, 2013 (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of the Company and its Subsidiaries their consolidated cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all (ii) were prepared in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subjectU.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited interim financial statements, as permitted by Form 10-Q or any successor form under the Exchange Act and subject to normal year-end adjustments. All 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), (iii) have been prepared from, and are in accordance with, the books and records of the Company SEC Reportsand its consolidated subsidiaries in all material respects and (iv) complied, as of their respective datesdates of filing with the SEC, complied as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the Exchange ActSEC, the Securities Exchange Act and the applicable rules Securities Act. The books and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None records of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. As of the date of this Agreement, Ernst & Young LLP has not made any misstatements resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually the Company as a result of or in the aggregate, subject or would subject connection with any Licenses held by disagreements with the Company on a matter of accounting principles or any of its Subsidiaries to revocation practices, financial statement disclosure or failure to renew, except where such revocation auditing scope or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeprocedure. (dc) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed is a party to, nor does it have any commitment to become responsible for a party to, any Indebtedness of off-balance sheet joint venture, off-balance sheet partnership or any other Person“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (ed) Except as set forth on Section 4.4 Since July 1, 2013, (i) none of the Company Disclosure Schedule, neither the Company nor or any Subsidiary of the Company has any obligation nor, to contribute any additional capital to, or acquire any additional interest inthe knowledge of the Company, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports director or in any Section officer of the Company Disclosure Scheduleshas received or otherwise had or obtained knowledge of any material complaint, neither allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company nor or any Subsidiary of its Subsidiaries has the Company or any liabilities material complaint, allegation, assertion or obligations claim from employees of the Company or any natureSubsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not accruedemployed by the Company or any Subsidiary of the Company, contingent has reported evidence of a violation of securities Laws, breach of fiduciary duty or otherwisesimilar violation by the Company, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet any Subsidiary of the Company and its Subsidiaries (including the notes thereto)or any of their respective officers, except for liabilities directors, employees or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on agents to the Company and its Subsidiaries taken as a wholeBoard of Directors or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.

Reports and Financial Statements. The Representing Party has previously furnished or otherwise made available (by electronic filing or otherwise) to the Bidder true and complete copies of: (a) The Company has filed all forms, reports and documents, including all Annual Reports on Form 10-KK filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 1998 and 1999 in the case of the Company and the year ended December 31, 1999 in the case of Bidder. (b) the Quarterly Report on Form 10-Q and filed with the SEC for the quarter ended March 31, 2000, for each of the Representing Parties; (c) each definitive proxy statement filed with the SEC since December 31, 1998, for each of the Representing Parties; (d) each final prospectus filed with the SEC since December 31, 1998, except any final prospectus on Form S-8, for each of the Representing Parties; and (e) all Current Reports on Form 8-K, registration statements and proxy statements required to be K filed with the Commission SEC since January 1, 1997 (collectively2000, the "Company SEC Reports"). None for each of the Company SEC Reports, as Representing Parties. As of their respective dates, contained such reports, proxy statements and prospectuses filed with the SEC by the Representing Party (collectively with, and giving effect to, all amendments, supplements and exhibits thereto, the "SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each None of the Representing Party's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the Company Representing Party's SEC Reports presents fairly, (including any related notes and schedules) fairly present in all material respects, respects the consolidated financial position of the Bidder or the Company and its Subsidiaries consolidated Subsidiaries, as the case may be, as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, to normal year-end recurring adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included each case in accordance with past practice and generally accepted accounting principles in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements United States (including the related notes"GAAP") included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein and subject, disclosed in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto). Since the date of Bidder's initial public offering, except for liabilities or obligations incurred in the ordinary course Bidder 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 business since September 30the SEC. Since January 1, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company has timely filed all reports, registration statements and its Subsidiaries taken as a wholeother filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. Parent has delivered or made available to the Company true and complete copies of: (a) The Company has filed all forms, reports and documents, including all Parent's Annual Reports on Form 10-KK 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, registration statements and proxy statements required to be K filed by Parent with the Commission SEC since January 1November 2, 1997 (collectively, the "Company SEC Reports")1997. None of the Company SEC Reports, as As of their respective dates, contained such reports, proxy statements and prospectuses filed on or prior to the date hereof (collectively, "Parent SEC 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 omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of ; provided, that the consolidated balance sheets foregoing clause (including ii) shall not apply to the related notes) financial statements included in the Company Parent SEC Reports presents fairly, (which are covered by the following sentence). The audited consolidated financial statements and unaudited consolidated interim financial statements included in the Parent SEC Reports (including any related notes and schedules) fairly present in all material respects, respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries their cash flows for the respective periods or as of the respective dates set forth thereinthen ended (subject, all where appropriate, to normal year-end adjustments), in conformity each case in accordance with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein and subject, disclosed in the case of notes thereto and except that the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has filings required to be made by AIMCO and the AIMCO Subsidiaries since December 31, 1996 under the Securities Act, Exchange Act and applicable state laws and regulations have been filed with the SEC or the appropriate state commission, as the case may be, including all forms, reports statements, reports, agreements (oral or written) and all documents, including all Reports on Form 10-Kexhibits, Form 10-Q amendments and Form 8-Ksupplements appertaining thereto, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Reports"). None of the Company SEC Reportscomplied, as of their respective dates, contained in all material respects with all applicable requirements of the appropriate 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 an AIMCO Material Adverse Effect. As of their respective dates, the AIMCO SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) AIMCO included in the Company AIMCO SEC Reports presents fairly(collectively, the "AIMCO 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 in all material respects, respects the consolidated financial position of the Company and its Subsidiaries AIMCO as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal normal, recurring and year-end audit adjustments. All of the Company SEC ReportsTrue, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.accurate and

Reports and Financial Statements. (a) The Company Parent and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC (including under the Securities Act and documentsthe Exchange Act) (all such documents and reports filed or furnished by Parent or any of its Subsidiaries, including all Reports on Form 10-Kthe “Parent SEC Documents”) since March 30, Form 10-Q and Form 8-K2014. 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 proxy statements required to be statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents filed since March 30, 2014 complied in all material respects with the Commission since January 1, 1997 (collectivelyrequirements of the Securities Act, the "Company SEC Reports"). None Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company Parent SEC ReportsDocuments filed since March 30, as of their respective dates, 2014 contained any untrue statement of a material fact or 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. Each 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 consolidated balance sheets financial statements (including the all related notesnotes and schedules) of Parent included in or incorporated by reference into the Company Parent SEC Reports presents fairlyDocuments filed since March 30, 2014 (the “Parent Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position of the Company Parent and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of the Company and its Subsidiaries their consolidated cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all (ii) were prepared in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject(except, in the case of the unaudited interim financial statements, as permitted by Form 10-Q or any successor form under the Exchange Act and subject to normal year-end adjustments. All audit adjustments and the absence of footnote disclosure) applied on a consistent basis during the Company SEC Reportsperiods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and 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 datesdates of filing with the SEC, complied as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the Exchange ActSEC, the Securities Exchange Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports")Securities Act. None As of the OCC SEC Reportsdate of this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of their respective datesParent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, contained any untrue financial statement of material fact disclosure or omitted to state a material fact required to be stated therein auditing scope or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderprocedure. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to revocation become a party to, any off-balance sheet joint venture, off-balance sheet partnership or failure to renew, except where such revocation or failure to renew, individually or any other “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeSEC). (d) Except as set forth on Section 4.4 Since March 30, 2014, (i) none of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed Parent or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of Parent nor, to the Company has any obligation to contribute any additional capital to, or acquire any additional interest inknowledge of Parent, any director or officer of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports Parent has received or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities otherwise had or obligations obtained knowledge of any naturematerial 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 Parent or any Subsidiary of Parent, and (ii) no attorney representing Parent or any Subsidiary of Parent, whether or not accruedemployed by Parent or any Subsidiary of Parent, contingent has reported evidence of a violation of securities Laws, breach of fiduciary duty or otherwisesimilar violation by Parent, that would be required by generally accepted accounting principles any Subsidiary of Parent or any of their respective officers, directors, employees or agents to be reflected on a consolidated balance sheet the Parent Board of Directors or any committee thereof, or to the Company and its Subsidiaries (including the notes thereto), except for liabilities General Counsel or obligations incurred in the ordinary course Chief Executive Officer of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeParent.

Reports and Financial Statements. (a) The Buyer has previously furnished or made available to the Seller and the Company has filed all forms, reports true and documents, including all complete copies of (i) its Annual Reports on Form 10-KK for each of the three fiscal years ended December 31, 1998, as filed with the Securities and Exchange Commission, (ii) its Quarterly Reports on Form 10-Q for the quarter ended March 31, 1999, and Form 8-K, (iii) all other reports or registration statements and proxy statements required to be filed by the Buyer with the Securities and Exchange Commission since January 1December 31, 1997 (collectively, the "Company SEC Reports")1998. None of the Company SEC Reports, as As of their respective dates, contained such reports, proxy statements and registration statements did not 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 omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each . (b) The audited consolidated financial statements and unaudited interim financial statements included in the reports or other filings referred to in Section 5.5(a) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods (except (i) as may be indicated therein or in the notes or schedules thereto and (ii) with respect to unaudited interim financial statements, the absence of notes which, if presented, would not differ materially from those included in the consolidated balance sheets (including sheet of the related notes) included in the Company SEC Reports presents fairlyBuyer as of December 31, in all material respects, 1998). These statements fairly present the consolidated financial position of the Company and its Subsidiaries Buyer as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of operations and the changes in financial position (or statements of cash flow) of the Company and its Subsidiaries Buyer for the respective periods or as each of the respective dates set forth thereinperiods then ended, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All adjustments and 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 Company SEC Reports, Buyer as of their respective datesDecember 31, complied 1998). (c) Except as to form disclosed in any reports or registration statements filed by the Buyer with the Securities and Exchange Commission since December 31, 1998, the information and disclosures contained in the Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 remain complete and correct in all material respects with the requirements as of its date as if such disclosures were made on and as of the Exchange Act, the Securities Act date hereof and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted 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, therein not misleading. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. FDC has previously furnished to R&B true and complete copies of: (a) The Company has filed all forms, reports and documents, including all FDC's Annual Reports on Form 10-KK filed with the SEC for each of the years ended December 31, 1994 through 1996; (b) FDC's Quarterly Report on Form 10-Q and filed with the SEC for the quarter ended March 31, 1997; (c) each definitive proxy statement filed by 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, registration statements and proxy statements required to be K filed by FDC with the Commission SEC since January 1, 1997 (collectively, the "Company SEC Reports")1997. None of the Company SEC Reports, as As of their respective dates, contained 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, and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each 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 consolidated balance sheets (including the related notes) included in the Company FDC SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements statement therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the OCC FDC SEC Reports presents fairly, in all material respects, (including any related notes and schedules) fairly present the consolidated financial position of OCC FDC and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of OCC and its Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments. All of ), in each case in accordance with past practice and GAAP consistently applied during the OCC SEC Reports, periods involved (except as of their respective dates, complied as to form otherwise disclosed in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto). Since January 1, except for liabilities or obligations incurred in 1996, FDC has timely filed all material reports, registration statements and other filings required to be filed by it with the ordinary course SEC under the rules and regulations of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeSEC.

Reports and Financial Statements. R&B has previously furnished to FDC true and complete copies of: (a) The Company has filed all forms, reports and documents, including all R&B's Annual Reports on Form 10-KK filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 1994 through 1996; (b) R&B's Quarterly Report on Form 10-Q and filed with the SEC for the quarter ended March 31, 1997; (c) each definitive proxy statement filed by 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, registration statements and proxy statements required to be K filed by R&B with the Commission SEC since January 1, 1997 1997. As of their respective dates, such reports, proxy statements and prospectuses (collectively, the "Company R&B SEC Reports"). None ) (i) complied as to form in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, as of their respective dates, contained the Exchange Act and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each 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 consolidated balance sheets (including the related notes) included in the Company R&B SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the OCC R&B SEC Reports presents fairly, in all material respects, (including any related notes and schedules) fairly present the consolidated financial position of OCC R&B and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments. All of the OCC SEC Reports), as of their respective dates, complied as to form in all material respects each case in accordance with requirements of the Exchange Act, the Securities Act past practice and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of in the Company and its Subsidiaries United States (including "GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since January 1, except for liabilities or obligations incurred in 1996, R&B has timely filed all material reports, registration statements and other filings required to be filed by it with the ordinary course SEC under the rules and regulations of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeSEC.

Reports and Financial Statements. (a) The Since January 1, 2017, the Company and each of its Subsidiaries has timely filed or furnished all formsCompany SEC Documents required to be filed or furnished prior to the date hereof and has timely paid all fees due in connection therewith. As of their respective dates or, reports and documentsif amended, including all Reports on Form 10-Kas of the date of the last such amendment (and, Form 10-Q and Form 8-K, in the case of registration statements and proxy statements required to be filed statements, as of the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the Commission since January 1, 1997 (collectivelyrequirements of the Securities Act, the "Company SEC Reports"). None Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Reports, as of their respective dates, Documents contained any untrue statement of a material fact or 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. Each No Subsidiary of the consolidated balance sheets (including Company is, or at any time since January 1, 2017 has been, required to file any forms, reports or other documents with the related notes) included SEC. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Reports presents fairlyDocuments. None of the Company SEC Documents is, to the Company’s Knowledge, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of operations and the their operations, their consolidated incomes, their consolidated changes in financial position of the Company stockholders’ equity and its Subsidiaries their consolidated cash flows for the respective periods or then ended, (ii) were prepared in conformity with GAAP in effect as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subjectthereof (except, in the case of the unaudited interim financial statements, subject to normal year-end adjustments. All audit adjustments none of which are material individually or in the aggregate, and the absence of footnotes, none of which, if presented, would materially differ from those in the most recent audited financial statements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of the Company SEC Reports, as of their respective dates, complied as to form and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act, Act and the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries effect as of the respective dates thereof, . The books and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results records of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and in all material respects reflect only actual transactions, except as has not made any misstatements of fact, or omitted had and would not reasonably be expected to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to acthave, individually or in the aggregate, subject or would subject any Licenses held a Company Material Adverse Effect. The Company has identified all uncertain tax positions contained in all Tax Returns filed by the Company or any of its Subsidiaries and has established adequate reserves and made any appropriate disclosures in the Company Financial Statements in accordance with the requirements of ASC 740-10 (formerly Financial Interpretation No. 48 of FASB Statement No. 109, Accounting for Uncertain Tax Positions). As of the date hereof, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP has not resigned (or informed the Company that it intends to revocation resign) or failure to renew, except where such revocation or failure to renew, individually been dismissed as the independent public accountants of the Company. PricewaterhouseCoopers LLP was not dismissed as the previous independent public accountants of the Company as a result of or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on connection with any disagreements with the Company and its Subsidiaries taken as on a wholematter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (dc) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed is a party to, nor does it have any commitment to become responsible for a party to, any Indebtedness of joint venture, off-balance sheet partnership or any other Person. similar Contract (e) Except as set forth on Section 4.4 of including any Contract relating to any transaction or relationship between or among the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any one of its Affiliates. (fSubsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S‑K promulgated by the Company and its Subsidiaries (including the notes theretoSEC), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. The Company has previously furnished to Parent true and complete copies of: (a) The Company has filed all forms, reports and documents, including all the Company's Annual Reports on Form 10-KK filed with the Securities and Exchange Commission (the "SEC") for each of the years ended December 31, 1995 and 1996; (b) each definitive proxy statement filed by the Company with the SEC since February 14, 1996; (c) each final prospectus filed by the Company with the SEC since February 14, 1996, except any final prospectus on Form S-8; and (d) all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed by the Company with the Commission SEC since January 1, 1997 1997. As of their respective dates, such reports, proxy statements and prospectuses (collectively, the "Company SEC Reports"). None ) (i) complied as to form in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, as of their respective dates, contained the Exchange Act and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report, none of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the OCC Company SEC Reports presents fairly, in all material respects, (including any related notes and schedules) fairly present the consolidated financial position of OCC the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments. All of the OCC SEC Reports), as of their respective dates, complied as to form in all material respects each case in accordance with requirements of the Exchange Act, the Securities Act past practice and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of in the Company and its Subsidiaries United States (including "GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since March 7, except for liabilities or obligations incurred in the ordinary course of business since September 301996, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company has timely filed all reports, registration statements and its other filings required to be filed by it with the SEC under the rules and regulations of the SEC. None of the Company's Subsidiaries taken as a wholeis required to file any forms, reports or other documents with the SEC.

Reports and Financial Statements. Since January 1, 1995, the filings required to be made by the Company and its subsidiaries under the Securities Act of 1933 (athe "Securities Act"), the Securities Exchange Act of 1934 (the "Exchange Act"), applicable state laws and regulations regulating public utilities or the Federal Power Act (the "Power Act") have been filed with the Securities and Exchange Commission (the "SEC"), the California Public Utilities Commission, the Arizona Corporations Commission, the Public Utilities Commission of Nevada or the FERC, as the case may be, and complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has filed all formsmade available to Parent a true and complete copy of each report, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-Kschedule, registration statements statement and definitive proxy statements required to be statement filed by the Company with the Commission SEC since January 1, 1997 1995 (collectivelyas such documents have since the time of their filing been amended, the "Company SEC Reports"). None of the Company SEC Reports, as As of their respective dates, contained the Company SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) Company included in the Company SEC Reports presents fairly, in all material respects(collectively, the consolidated "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("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 financial position of the Company and its Subsidiaries subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end normal, recurring audit adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Parent has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission SEC since January 1, 1997 1996 (collectively, the "Company Parent SEC Reports"). 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 Company Parent SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the Company Parent SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company Parent and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company Parent SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company Parent and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. Parent has filed with the SEC all forms, statements, reports and documents (including all post-effective amendments and supplements thereto) required to be filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate 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) The Company has filed all forms, reports and documents, including all Annual Reports on Form 10-KK for the fiscal year ended March 31, Form 10-Q 1999 and Form 8-Kfor the immediately preceding fiscal year, registration statements and proxy statements required to be as filed with the Commission 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 stockholders' meeting from January 1, 1997, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1997 (collectivelyother 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 the "Company PARENT SEC ReportsREPORTS"). None of The Parent SEC Reports are identified on the Company SEC Reports, as Parent Disclosure Schedule. As of their respective datesfiling dates (and, contained 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 omitted 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. Each The audited consolidated financial statements and unaudited interim consolidated financial statements of the consolidated balance sheets (including the related notes) Parent included in the Company Parent SEC Reports presents fairly(collectively, the "PARENT FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present, in all material respects, the consolidated financial position of the Company Parent and its Subsidiaries subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries their cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules audit adjustments and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Personadjustments described therein. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Corel has filed all formsmade available to Inprise prior to the execution of this Agreement a true and complete copy of each form, reports and documentsreport, including all Reports on Form 10-K, Form 10-Q and Form 8-Kschedule, registration statements statement, definitive proxy statement and proxy statements required to be other document (together with all amendments thereof and supplements thereto) filed by Corel or any of its Subsidiaries with Canadian securities regulatory authorities and the Commission SEC, the TSE and Nasdaq since January 1, 1997 (collectivelyas such documents have since the time of their filing been amended or supplemented, the "Company SEC Corel Reports"), which are all the documents (other than preliminary material) that Corel and its Subsidiaries were required to file with the SEC, Canadian securities regulatory authorities and the TSE since such date. None of the Company SEC Reports, as As of their respective dates, contained the Corel Reports (i) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act or Canadian securities laws and the TSE, and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the consolidated balance sheets (including the related notes, if any, thereto) included in the Company SEC Corel Reports presents fairly, (the "Corel Financial Statements") complied as to form in all material respects, respects with the consolidated financial position published rules and regulations of the Company and its Subsidiaries as of the respective dates thereofCanadian securities regulatory authorities with respect thereto, and the other related financial statements were prepared in accordance with generally accepted accounting principles in Canada (including the related notes"Canadian GAAP") included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied on a consistent basis during the periods involved, involved (except as otherwise noted may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Canadian securities laws) and fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end adjustments. All audit adjustments and to the absence of the Company SEC Reports, as of their respective dates, complied as complete notes (which are not expected to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to actbe, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries materially adverse to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company Corel and its Subsidiaries taken as a whole. (d)) the consolidated financial position of Corel and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth on in Section 4.4 4.05 of the Company Corel Disclosure ScheduleLetter, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any each Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any Corel is treated as a consolidated subsidiary of its Affiliates. (f) Except as and to the extent set forth Corel in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except Corel Financial Statements for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeall periods covered thereby.

Reports and Financial Statements. (a) The Company has timely filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Securities and Exchange Commission (the "SEC") pursuant to the Exchange Act or the Securities Act since January December 1, 1997 1993 (collectively, the "Company SEC Reports"), and has previously made available to Parent true and complete copies of all such Company SEC Reports. None of the Such Company SEC Reports, as of their respective dates, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and none of such Company SEC Reports contained any untrue statement of a material fact or 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. Each The financial statements of the consolidated balance sheets (including the related notes) Company included in the Company SEC Reports presents fairly, have been prepared in all material respects, accordance with generally accepted accounting principles ("GAAP") consistently applied throughout the periods indicated (except as otherwise noted therein) and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of at the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of operations and the changes in financial position cash flows of the Company and its consolidated Subsidiaries for the respective periods or as each of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involvedthen ended, except as otherwise noted therein and subject, that in the case of the unaudited interim consolidated financial statementsstatements included in any Form 10-Q, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects presentation and disclosures conform with the requirements applicable rules of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed but include all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or adjustments necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity conform to GAAP requirements with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited respect to interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 Schedule 4.6, since December 1, 1993, there has been no change in any of the Company Disclosure Schedulesignificant accounting (including tax accounting) policies, the Company and its Subsidiaries have not made any misstatements practices or procedures of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeconsolidated Subsidiaries. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company FCCI has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Securities Exchange Commission ("SEC") since January 1, 1997 1994 (collectively, the "Company FCCI SEC Reports"), and has previously furnished or made available to the Purchasers true and complete copies of all the FCCI SEC Reports. None of the Company FCCI SEC Reports, as of their respective datesdates (as amended through the date hereof), contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the Company FCCI SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries FCCI as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries FCCI for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein. All of the Company FCCI SEC Reports, as of their respective datesdates (as amended through the date hereof), complied as to form in all material respects with the requirements of the Securities Exchange Act, the Securities Act of 1934 and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has filed all forms, reports previously made available to Parent (including through the SEC’s ▇▇▇▇▇ system) true and documents, including all Reports complete copies of: (a) the Company’s Annual Report on Form 10-KK filed with the SEC for each of the years ended April 30, 2003 through 2005; (b) the Company’s Quarterly Report on Form 10-Q filed with the SEC for the quarters ended July 31, 2005 and October 31, 2005; (c) each definitive proxy statement filed by the Company with the SEC since April 30, 2003; (d) all Current Reports on Form 8-KK filed by the Company with the SEC since April 30, 2003; and (e) each registration statement, prospectus and any amendments or supplements thereto filed by the Company with the SEC since April 30, 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 statements, prospectuses, amendments and proxy statements required to be filed with the Commission since January 1, 1997 supplements (individually a “Company SEC Report” and collectively, the "“Company SEC Reports"). None ”) (a) complied as to form in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, the Securities Exchange Act of 1934, as of their respective dates, contained amended (the “Exchange Act”) and the rules and regulations promulgated thereunder and (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports presents fairly(including any related notes and schedules) complied as to form, as of their respective dates of filing with the SEC, in all material respects, respects with all applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its Subsidiaries as of the respective dates thereofSEC with respect thereto, and the other related financial statements (including the related notes) included were prepared in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity accordance with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein disclosed in the notes thereto, and except that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q of the Exchange Act) and fairly presented the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments). All Since December 31, 2002, the Company has timely filed all reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. (b) Since October 31, 2005, there has not been any material change by the Company 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 the Company 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. The Company maintains a reasonable process or procedure under which management of the Company SEC Reports, as is aware of their respective dates, complied as to form or authorizes material transactions of the Company such that such transactions may be recorded on the quarterly and annual financial reports of the Company in accordance with GAAP. The Company currently conducts its business in compliance in all material respects with all laws and regulations as currently applicable to the requirements conduct of its business, including applicable provisions of the Exchange Act, the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder2002. (c) Except as set forth on Section 4.4 of the The Company Disclosure Schedulehas no material indebtedness, the Company and its Subsidiaries have not made any misstatements of fact, obligations or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness liabilities of any other Person. kind (e) Except as set forth on Section 4.4 of the Company Disclosure Schedulewhether accrued, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accruedabsolute, contingent or otherwise, that would be required by generally accepted accounting principles and whether due or to be reflected on a consolidated balance sheet become due or asserted or unasserted), and, to the Knowledge of the Company and its Subsidiaries (including Company, there is no reasonable basis for the notes thereto)assertion of any material claim or liability of any nature against the Company, except for liabilities (i) which are fully reflected in, reserved against or otherwise described in the Company’s Quarterly Report on Form 10-Q filed with the SE▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) ▇hich have been incurred after the most recent Company SEC Reports in the ordinary course of business, consistent with past practice, or (iii) which are obligations incurred to perform under executory contracts in the ordinary course of business since September 30(none of which is a liability resulting from a breach of contract or warranty, 1999tort, that would not, individually infringement or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholelegal action).

Reports and Financial Statements. (a) The Company CCI has filed all forms, reports (including proxy statements) and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission SEC since January 1, 1997 1996 (collectively, the "Company CCI SEC Reports"). CCI has previously furnished or made available to PSD true and complete copies of all CCI SEC Reports filed prior to the date hereof. None of the Company CCI SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the Company CCI SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company CCI and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company CCI SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position positions of the Company CCI and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments, none of which, to CCI's knowledge, will be material. All of the Company CCI 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (ai) The Company Since June 21, 2018 (the “Xeris IPO Date”) through the date of this Agreement, Xeris has filed or furnished all forms, documents and reports (including exhibits and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other information incorporated therein) required to be filed or furnished prior to the date hereof by it with the Commission since January 1, 1997 SEC (collectively, the "Company “Xeris SEC Reports"Documents”). None of the Company SEC Reports, as As of their respective dates, or, if amended, as of the date of the last such amendment, the Xeris SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Xeris SEC Documents contained any untrue statement of a material fact or 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, made not misleading. Each of the . (ii) The consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the all related notesnotes and schedules) of Xeris included in the Company Xeris SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, Documents when filed complied as to form in all material respects with the applicable accounting requirements of the Exchange Act, the Securities Act and the applicable published rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as with respect thereto in effect at the time of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, such filing and fairly present in all material respects, respects the consolidated financial position of OCC Xeris and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of OCC and its Subsidiaries their consolidated cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act audit adjustments and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entityother adjustments described therein, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto)) in conformity with U.S. GAAP (except, except for liabilities or obligations incurred in the ordinary course case of business since September 30the unaudited statements, 1999, that would not, individually 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 aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholenotes thereto).

Reports and Financial Statements. (a) The Company CHC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements documents required to be filed with the Commission SEC since January 1, 1997 2018 (collectivelyall such required forms, reports and documents are referred to herein as the "Company “CHC SEC Reports"Documents”), all of which are available to SNL through the SEC’s ▇▇▇▇▇ database. None of the Company SEC Reports, as As of their respective dates, contained the CHC SEC Documents: (i) were prepared 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 CHC SEC Documents; and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required require 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. Each The certifications and statements required by (x) Rule 13a-14 under the Exchange Act and (y) 18 U.S.C. §1350 (Section 906 of the consolidated balance sheets ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the CHC SEC Documents are accurate and complete and comply as to form and content with all applicable legal requirements. (including the related notesb) included in the Company SEC Reports presents fairly, in all material respects, the The audited consolidated financial position statements of the Company and its Subsidiaries CHC as of and for the respective dates thereofyear ended December 31, 2020, and the other related unaudited financial statements (of CHC as of and for the three-month period ended March 31, 2021, including the related notesnotes thereto (the “CHC Financial Statements”): (i) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable published rules and regulations thereunder. of Regulation S-X promulgated by the SEC; (bii) OCC has filed were prepared in accordance with GAAP, applied on a consistent basis during the periods involved (except as may be indicated therein in the notes thereto); (iii) fairly present in all formsmaterial respects the financial position of CHC as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended; and (iv) were compiled from, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectivelyare consistent with, the "OCC SEC Reports"). None books and records of the OCC SEC ReportsCHC, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, books and records are accurate and complete in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 No member of the Company Disclosure ScheduleCHC Group 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 or arrangement relating to any transaction or relationship between or among any member of the CHC Group, 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 under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or CHC Group in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeCHC’s financial statements. (d) Except as set forth on Section 4.4 No member of the Company Disclosure Schedule, neither CHC Group has outstanding (nor has arranged or modified since the Company nor enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of its Subsidiaries has guaranteed credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or otherwise agreed to become responsible for any Indebtedness executive officers (as defined in Rule 3b-7 under the Exchange Act) of any other Personmember of the CHC Group. (e) Except as set forth on Section 4.4 On the date hereof, shareholders of CHC are eligible to effect the Company Disclosure Schedule, neither sales of CHC Common Stock in compliance with Rule 144 under the Company nor any Subsidiary of Act assuming that such shareholders have complied with the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliatesprovisions in such rule. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company From January 1, 1996 to the date hereof, except where failure to have done so did not and would not have a Material Adverse Effect on Republic, Republic has filed all formsreports, reports registrations and documentsstatements, including all Reports on Form together with any required amendments thereto, that it was required to file with the SEC, including, but not limited to Forms 10-K, Form Forms 10-Q and Form Q, Forms 8-K, registration statements K and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Republic Reports"). None Republic will furnish or make available to the Acquired Entities and the Shareholder copies of all Republic Reports filed with the SEC since January 1, 1996 within five days of the Company SEC Reports, as date of this Agreement. As of their respective datesdates (but taking into account any amendments filed prior to the date of this Agreement), contained the Republic Reports complied in all material respects with all the rules and regulations promulgated by the SEC and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the consolidated balance sheets (including the related notes) Republic included in the Company SEC Republic Reports presents fairly, comply as to form in all material respects, respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its Subsidiaries as of the respective dates thereofSEC with respect thereto, and the other related financial statements (including the related notes) included have been prepared in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity accordance with GAAP consistently applied during the periods involvedpresented (except, except as otherwise noted therein therein, or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. All of ) the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC Republic and its Subsidiaries consolidated subsidiaries as of the respective dates thereof, date thereof and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of OCC and its Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderthen ended. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has filed all forms, reports furnished ZGNA with true and documents, including all complete copies of the Company's (i) Annual Reports on Form 10-KK for the fiscal years ended April 30, 1997 and April 30, 1998, as filed with the Commission, (ii) Quarterly Report on Form 10-Q for the quarter ended July 31, 1998, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since May 1, 1996, and Form 8-K, (iv) all other reports filed with or registration statements and proxy declared effective by the Commission since May 1, 1996, 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 be filed file with the Commission since January 1, 1997 that date (collectively, clauses (i) through (iv) being referred to herein collectively as the "Company COMPANY SEC ReportsREPORTS"). None of the Company SEC Reports, as As of their respective dates, contained the 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 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 omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) Company included in the Company SEC Reports presents 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 Commission with respect thereto. The financial statements included in the Company SEC Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the notes thereto and, in the case of unaudited interim financial statements, the absence of all GAAP required footnotes and normal year-end audit adjustments), (ii) present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of at the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries cash flow for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of audit adjustments and any other adjustments described therein and the Company SEC Reportsfact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, as of their respective dates, complied as to form and (iii) are in all material respects in accordance with the requirements books of the Exchange Act, the Securities Act account and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 records of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeindicated therein. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Purchaser has timely filed with the SEC all SEC Reports, including, all forms, reports statements, reports, certifications and documents, including all Reports on Form 10exhibits, post-K, Form 10-Q effective amendments and Form 8-K, registration statements and proxy statements supplements thereto required to be filed with by it under each of the Commission since January 1, 1997 (collectivelySecurities Act, the "Company SEC Reports"). None Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed, or amended, in all material respects with all applicable requirements of the Company SEC Reports, as appropriate act and the rules and regulations thereunder. As of their respective dates, contained the SEC Reports did not contain any known untrue statement of a material fact or omitted 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 corrected by a subsequent SEC Report filed with the SEC prior to the date hereof. None of the SEC Reports or the absence of any forms, statements, reports, certifications and documents, including all exhibits, post-effective amendments and supplements thereto required to be filed with the SEC is the subject of an ongoing SEC review or investigation, other than any review or investigation initiated as a result of the transactions contemplated by this Agreement. (b) Each of the consolidated balance sheets principal executive officer of Purchaser and the principal financial officer of Purchaser (including or each former principal executive officer of Purchaser and each former principal financial officer of Purchaser as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the related notesExchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, in each case, with respect to the Purchaser SEC Reports. (c) included Except as disclosed in the Company SEC Reports presents fairlyReports, Purchaser is, and has, at all times since listing on the NYSE MKT, been, in compliance in all material respectsrespects with applicable listing requirements of the NYSE MKT, and has not received any notice asserting any non-compliance with the consolidated listing requirements of the NYSE MKT. (d) The Purchaser Financial Statements were prepared in accordance with Generally Accepted Accounting Principles (except, with respect to any unaudited financial statements, as permitted by applicable SEC rules or requirements) applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries Purchaser as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries Purchaser for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the any unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder). (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. The Company has previously furnished or otherwise made available (by electronic filing or otherwise) to the Parent true and complete copies of: (a) The Company has filed all forms, reports and documents, including all Annual Reports on Form 10-KK filed with the SEC for each of the years ended December 31, 1998 and 1999 for each of the Company and Life Technologies; (b) each definitive proxy statement filed with the SEC since December 31, 1998 for each of the Company and Life Technologies; (c) each final prospectus filed with the SEC since December 31, 1998, except any final prospectus on Form 10-Q S-8 for each of the Company and Life Technologies; and (d) all Current Reports on Form 8-K, registration statements and proxy statements required to be K filed with the Commission SEC since January 1, 1997 2000 for each of the Company and Life Technologies. As of their respective dates, such reports, proxy statements and prospectuses filed with the SEC by the Company (collectivelycollectively with, and giving effect to, all amendments, supplements and exhibits thereto, the "Company SEC Reports"). None of ) and filed with the SEC by Life Technologies (collectively with, and giving effect to, all amendments, supplements and exhibits thereto, the "LTI SEC Reports," and together with the Company SEC Reports, the "Group SEC Reports") (i) complied as to form in all material respects with the applicable requirements of their respective datesthe Securities Act and the Exchange Act, contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Other than Life Technologies which is registered under Section 12(b) of the Exchange Act, none of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the Company Group SEC Reports (including any related notes and schedules) were prepared 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 each fairly presents fairly, in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries or Life Technologies and its consolidated Subsidiaries, as the case may be, as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments). All Since January 1, 1998, each of the Company 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 the applicable rules and regulations thereunder. (b) OCC Life Technologies has timely filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-Kreports, registration statements and proxy statements other filings required to be filed by it with the Commission since January 1, 1997 (collectively, SEC under the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeSEC. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC (including under the Securities Act and documentsthe Exchange Act) (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, including all Reports on Form 10-Kthe “Company SEC Documents”) since April 1, Form 10-Q and Form 8-K2014. 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 proxy statements required to be statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents filed since April 1, 2014 complied in all material respects with the Commission since January 1, 1997 (collectivelyrequirements of the Securities Act, the "Company SEC Reports"Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). None , as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC ReportsDocuments filed since April 1, as of their respective dates, 2014 contained any untrue statement of a material fact or 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. Each None of the consolidated balance sheets Company’s Subsidiaries is, or at any time since April 1, 2014 has been, required to file any forms, reports or other documents with the SEC. Since April 1, 2014, no executive officer of the Company 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, (including i) there are no outstanding or unresolved comments in any comment letters of the related notes) included in staff of the SEC received by the Company relating to the Company SEC Reports presents fairlyDocuments and (ii) none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents filed since April 1, 2014 (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of the Company and its Subsidiaries their consolidated cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all (ii) were prepared in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subjectU.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited interim financial statements, as permitted by Form 10-Q or any successor form under the Exchange Act and subject to normal year-end adjustments. All 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), (iii) have been prepared from, and are in accordance with, the books and records of the Company SEC Reportsand its consolidated subsidiaries in all material respects and (iv) complied, as of their respective datesdates of filing with the SEC, complied as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the Exchange ActSEC, the Securities Exchange Act and the applicable rules Securities Act. The books and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None records of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. As of the date of this Agreement, BDO ▇▇▇, LLP has not made any misstatements resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually the Company as a result of or in the aggregate, subject or would subject connection with any Licenses held by disagreements with the Company on a matter of accounting principles or any of its Subsidiaries to revocation practices, financial statement disclosure or failure to renew, except where such revocation auditing scope or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeprocedure. (dc) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed is a party to, nor does it have any commitment to become responsible for a party to, any Indebtedness of off-balance sheet joint venture, off-balance sheet partnership or any other Person“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (ed) Except as set forth on Section 4.4 Since April 1, 2014, (i) none of the Company Disclosure Schedule, neither the Company nor or any Subsidiary of the Company has any obligation nor, to contribute any additional capital to, or acquire any additional interest inthe knowledge of the Company, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports director or in any Section officer of the Company Disclosure Scheduleshas received or otherwise had or obtained knowledge of any material complaint, neither allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company nor or any Subsidiary of its Subsidiaries has the Company or any liabilities material complaint, allegation, assertion or obligations claim from employees of the Company or any natureSubsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not accruedemployed by the Company or any Subsidiary of the Company, contingent has reported evidence of a violation of securities Laws, breach of fiduciary duty or otherwisesimilar violation by the Company, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet any Subsidiary of the Company and its Subsidiaries (including the notes thereto)or any of their respective officers, except for liabilities directors, employees or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on agents to the Company and its Subsidiaries taken as a wholeBoard of Directors or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.

Reports and Financial Statements. Since January 1, 1997, -------------------------------- Purchaser has filed with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and supplements) required to be filed by it under each of the Securities Act, the Exchange Act, and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Attached hereto as Schedule 4.5 is a list of Purchaser's (a) The Company has filed all forms, reports and documents, including all Annual Reports on Form 10-KKSB for the fiscal year ended December 31, Form 10-Q 1998 and Form 8-Kfor each of the two immediately preceding fiscal years, registration statements and proxy statements required to be as amended, as filed with SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) held, and (ii) all actions by written consent in lieu of a stockholders' meeting taken, since December 31, 1995 and prior to the Commission date hereof, and (c) all other reports, including quarterly reports filed by Purchaser with the SEC since January 1December 31, 1997 1995 and prior to the date of Closing (collectivelyother than registration statements) (the documents referred to in clauses (a), (b) and (c) are collectively referred to as the "Company Purchaser SEC Reports"). None The Purchaser SEC Reports were true, correct and complete in all material respects as of the Company SEC Reports, as filing of their each such Report. As of the respective filing dates, contained the Purchaser SEC Reports do not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim consolidated financial statements of the consolidated balance sheets (including the related notes) Purchaser included in such reports (collectively the Company SEC Reports presents fairly, "Purchaser Financial Statements") have been prepared in all material respects, accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the consolidated notes thereto) and fairly present the financial position of the Company Purchaser and its Subsidiaries subsidiaries on a consolidated basis as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to the normal year-end adjustments. All of the Company 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 adjustments and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Personadjustments described therein. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC (including under the Securities Act and documentsthe Exchange Act) (all such documents and reports filed or furnished by the Company or any of its Subsidiaries, including all Reports on Form 10-Kthe “Company SEC Documents”) since April 1, Form 10-Q and Form 8-K2014. 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 proxy statements required to be statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents filed since April 1, 2014 complied in all material respects with the Commission since January 1, 1997 (collectivelyrequirements of the Securities Act, the "Company SEC Reports"Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). None , as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC ReportsDocuments filed since April 1, as of their respective dates, 2014 contained any untrue statement of a material fact or 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. Each None of the consolidated balance sheets Company’s Subsidiaries is, or at any time since April 1, 2014 has been, required to file any forms, reports or other documents with the SEC. Since April 1, 2014, no executive officer of the Company 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, (including i) there are no outstanding or unresolved comments in any comment letters of the related notes) included in staff of the SEC received by the Company relating to the Company SEC Reports presents fairlyDocuments and (ii) none of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents filed since April 1, 2014 (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of the Company and its Subsidiaries their consolidated cash flows for the respective periods or as of the respective dates set forth thereinthen ended, all (ii) were prepared in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subjectU.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited interim financial statements, as permitted by Form 10-Q or any successor form under the Exchange Act and subject to normal year-end adjustments. All 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), (iii) have been prepared from, and are in accordance with, the books and records of the Company SEC Reportsand its consolidated subsidiaries in all material respects and (iv) complied, as of their respective datesdates of filing with the SEC, complied as to form in all material respects with the applicable accounting requirements and with the rules and regulations of the Exchange ActSEC, the Securities Exchange Act and the applicable rules Securities Act. The books and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None records of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. As of the date of this Agreement, BDO USA, LLP has not made any misstatements resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually the Company as a result of or in the aggregate, subject or would subject connection with any Licenses held by disagreements with the Company on a matter of accounting principles or any of its Subsidiaries to revocation practices, financial statement disclosure or failure to renew, except where such revocation auditing scope or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeprocedure. (dc) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed is a party to, nor does it have any commitment to become responsible for a party to, any Indebtedness of off-balance sheet joint venture, off-balance sheet partnership or any other Person“off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (ed) Except as set forth on Section 4.4 Since April 1, 2014, (i) none of the Company Disclosure Schedule, neither the Company nor or any Subsidiary of the Company has any obligation nor, to contribute any additional capital to, or acquire any additional interest inthe knowledge of the Company, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports director or in any Section officer of the Company Disclosure Scheduleshas received or otherwise had or obtained knowledge of any material complaint, neither allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of the Company nor or any Subsidiary of its Subsidiaries has the Company or any liabilities material complaint, allegation, assertion or obligations claim from employees of the Company or any natureSubsidiary of the Company regarding questionable accounting or auditing matters with respect to the Company or any Subsidiary of the Company, and (ii) no attorney representing the Company or any Subsidiary of the Company, whether or not accruedemployed by the Company or any Subsidiary of the Company, contingent has reported evidence of a violation of securities Laws, breach of fiduciary duty or otherwisesimilar violation by the Company, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet any Subsidiary of the Company and its Subsidiaries (including the notes thereto)or any of their respective officers, except for liabilities directors, employees or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on agents to the Company and its Subsidiaries taken as a wholeBoard of Directors or any committee thereof, or to the General Counsel or Chief Executive Officer of the Company.

Reports and Financial Statements. (a) The Company Since December 15, 2004 (or April 13, 2005 with respect to Holdings and its subsidiaries), Genco and, to the extent applicable, each of the other Companies, has timely filed with the NRC, the PUC and any other Governmental Authority with jurisdiction all material forms, reports reports, schedules, registrations, declarations and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other filings required to be filed with by it under all applicable Laws, including the Commission since January 1, 1997 Public Utility Holding Company Act of 1935 (collectively“PUHCA”), the "Company SEC Reports"Atomic Energy Act of 1954 (“AEA”) and the Texas Public Utility Regulatory Act, and the respective rules and regulations thereunder (“PURA”). None , all of which, as amended if applicable, complied in all material respects with all applicable requirements of the Company SEC Reportsappropriate act and the rules and regulations promulgated thereunder. To the Company’s knowledge, as of their respective datesthe date of its filing, contained Amendment No. 2 to the Registration Statement on Form S-1 of Texas Genco, Inc., filed September 1, 2005 (File No. 333-125524) (the “Form S-1”), did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each of the audited consolidated balance sheets financial statements as of and for the period from July 19, 2004 through December 31, 2004 and unaudited consolidated financial statements as of and for the six-month period ended June 30, 2005 (including the notes related notesthereto) of Genco included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, Form S-1 complied as to form in all material respects with the applicable accounting requirements of the Exchange Act, the Securities Act and the applicable related published rules and regulations thereunderregulations, was prepared from, and is in accordance with, the books and records of the Companies, 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 the notes thereto) and fairly presented in all material respects the financial position of the Companies as of the dates thereof and the results of their operations, cash flows and changes in financial position for the periods reported (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that are immaterial to the Companies as a whole). All of the Companies are consolidated for accounting purposes. (b) OCC has filed all formsSection 4.5(b) of the Companies Disclosure Letter contains true and complete copies of the audited statements of owners’ assets and statements of owners’ liabilities for South Texas Project and South Texas Project Nuclear Operating Company as of December 31, reports 2004 and documentsDecember 31, including all Reports on Form 10-K2003 and the audited statements of expenses and miscellaneous income of South Texas Project and South Texas Project Nuclear Operating Company for the fiscal years ended December 31, Form 10-Q 2004 and Form 8-KDecember 31, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 2003 (collectively, the "OCC SEC Reports“STP Financial Statements"). None To the Company’s knowledge, each of the OCC SEC ReportsSTP 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 the owner’s agreements and FERC’s Uniform System of Accounts prescribed for Public Utilities and Licensees (except as may be indicated therein or in the notes thereto) and, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, fairly presented in all material respects, respects the consolidated financial position of OCC and its Subsidiaries South Texas Project as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations their operations, cash flows and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderreported. (c) Except as set forth on in Section 4.4 4.5(c) of the Company Companies Disclosure ScheduleLetter, the Company management of Genco (i) is in the process of implementing 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 by others within those entities, and (ii) has disclosed, based on its Subsidiaries have not made any misstatements of fact, or omitted to disclose any factmost recent evaluation, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in Genco’s outside auditors and the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 audit committee of the Company Disclosure Schedule, neither the Company nor board of managers of Genco any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any naturefraud, whether or not accrued, contingent or otherwisematerial, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities involves management or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, other employees who have a Material Adverse Effect on the Company significant role in Genco’s internal control over financial reporting. A summary of any such disclosure made by management to Genco’s auditors and its Subsidiaries taken as a wholeaudit committee has been made available to Buyer.

Reports and Financial Statements. (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 filed by it under each of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder, all of which, as amended (if applicable), complied in all material respects, when filed with all applicable requirements of the appropriate act and the rules and regulations thereunder. The Company has filed all forms, reports and documents, 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-KK for the years ended December 31, Form 10-Q 1999, December 31, 1998 and Form 8-KDecember 31, registration statements and proxy statements required to be 1997, as filed with the Commission 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 with the SEC since January 1December 31, 1997 (collectivelyother than registration statements filed on Form S-8) (the documents referred to in clauses (i), (ii) and (iii) being referred to as the "Company COMPANY SEC ReportsREPORTS"). None As of their respective dates (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 Company SEC Reports, Reports did not or will not (as of their respective dates, contained the case may be) contain any untrue statement of a material fact or omitted 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. Each None of the Company Subsidiaries is required to file any forms, reports, schedules, statements or other documents with the SEC. (b) The audited consolidated balance sheets (including financial statements of the related notes) Company included in the Company SEC Reports presents fairlyCompany'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 included in all material respectsthe Company's Quarterly Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the "COMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods and fairly presented the consolidated financial position of the Company and its the Company Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) consolidated statement of operations, cash flows and stockholders' equity included in the Company SEC Reports present fairly, in all material respects, fairly presented the consolidated results of operations and the changes in financial position of the Company and its the Company Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, statements to normal year-end adjustments. All of the Company 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 adjustments and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"absence of certain footnote disclosures). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except As of the date of this Agreement, except as set forth on Section 4.4 of in the Company Disclosure ScheduleCompany's Annual Report for the year ended December 31, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually 1999 or in any other Company SEC Report filed since that Annual Report and prior to the aggregate, subject or would subject any Licenses held by the Company or any date of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedulethis Agreement, neither the Company nor any of its Subsidiaries has guaranteed subsidiaries is a party to or otherwise agreed to become responsible for bound by (i) any Indebtedness "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 Personagreement 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 Merger. (ed) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a The audited consolidated balance sheet financial statements of the Company and its the Company Subsidiaries (including for the notes thereto)year ended December 31, except for liabilities or obligations incurred 2000 will not differ in any material respect from the ordinary course unaudited consolidated financial statements of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its the Company Subsidiaries taken as a wholefor the year ended December 31, 2000 attached to SECTION 5.5(D) OF THE COMPANY DISCLOSURE SCHEDULE.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries (including each predecessor of any such Subsidiary prior to it becoming a Subsidiary) has timely filed or furnished all registrations, statements, schedules, forms, documents, reports and documentsother documents required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the “SEC”) since January 1, including 2011 (all Reports on Form 10-Ksuch documents and reports filed or furnished by the Company or any of its Subsidiaries, Form 10-Q the “Company SEC Documents”) and Form 8-Khas timely paid all fees due in connection therewith. 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 proxy statements required to be filed statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the Commission since January 1, 1997 (collectivelyrequirements of the Securities Act, the "Company SEC Reports"). None Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Reports, as of their respective dates, Documents contained any untrue statement of a material fact or 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. Each As of the consolidated balance sheets (including date of this Agreement, no executive officer of the related notes) included Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Reports presents fairlyDocuments. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (the “Company Financial Statements”) (i) fairly present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of the Company and its Subsidiaries their consolidated cash flows for the respective periods or as then ended (subject, in the case of the respective dates set forth unaudited statements, to normal and recurring year-end audit adjustments and other adjustments described therein, all including the notes thereto), (ii) were prepared in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subjectU.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited interim financial statements, subject to normal year-end adjustments. All 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 (iii) have been prepared from, and are in accordance with, the books and records of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as consolidated subsidiaries. The books and records of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. PricewaterhouseCoopers LLP has not made any misstatements resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually the Company as a result of or in the aggregate, subject or would subject connection with any Licenses held by disagreements with the Company on a matter of accounting principles or any of its Subsidiaries to revocation practices, financial statement disclosure or failure to renew, except where such revocation auditing scope or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeprocedure. (dc) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed is a party to, nor does it have any commitment to become responsible for a party to, any Indebtedness joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company 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 Person. hand) or any “off-balance sheet arrangements” (eas defined in Item 303(a) Except as set forth on Section 4.4 of Regulation S-K of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its AffiliatesSEC). (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (ai) The Company has Heritage and each of its Subsidiaries have each timely filed all formsmaterial reports, reports registrations and documentsstatements, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements together with any amendments required to be filed made with the Commission respect thereto, that they were required to file since January 1December 31, 1997 with (A) the FDIC, (B) the OTS, (C) the NASD (as defined in Section 8.1) and (D) the SEC (as defined in Section 8.1) (collectively, the "Company SEC Heritage's Reports")) and have paid all fees and assessments due and payable in connection therewith. None of the Company SEC Reports, as As of their respective dates, none of Heritage's Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of Heritage's Reports filed with the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act (as defined in Section 8.1) and the applicable rules and regulations of the SEC promulgated thereunder. (bii) OCC has filed all forms, reports and documents, including all Each of the financial statements of Heritage included in Heritage's Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reportscomplied as to form, as of their respective dates, contained any untrue statement dates of material fact or omitted to state a material fact required to be stated therein or necessary to make filing with the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairlySEC, in all material respectsrespects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Heritage's Reports were prepared from the books and records of Heritage and its Subsidiaries, fairly present the consolidated financial position of OCC Heritage and its Subsidiaries in each case at and as of the respective dates thereof, indicated and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the consolidated results of operations operations, retained earnings and the changes in financial position cash flows of OCC Heritage and its Subsidiaries for the respective periods or as of the respective dates set forth thereinindicated, all in conformity with GAAP consistently applied during the periods involvedand, except as otherwise noted therein and subject, set forth in the case of notes thereto, were prepared in accordance with GAAP (as defined in Section 8.1) consistently applied throughout the periods covered thereby; provided, however, that the unaudited financial statements for interim financial statements, periods are subject to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all adjustments (which will not be material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any ) and lack a statement of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not cash flows and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholefootnotes. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company CR has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements documents required to be filed with the Commission SEC since January 1July 8, 1997 2014 (collectivelyall such required forms, reports and documents are referred to herein as the "Company “CR SEC Reports"Documents”), all of which CR has made available to Aegis (by public filing with the SEC or otherwise). None of the Company SEC Reports, as As of their respective dates, contained the CR SEC Documents: (i) were prepared 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 CR SEC Documents; and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required require 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. Each The certifications and statements required by (x) Rule 13a-14 under the Exchange Act and (y) ▇▇ ▇.▇.▇. ▇▇▇.▇▇▇▇ (▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇) relating to the CR SEC Documents are accurate and complete and comply as to form and content with all applicable legal requirements. (b) The audited consolidated financial statements of CR as of December 31, 2014 and unaudited interim consolidated financial statements of CR as of and for the consolidated balance sheets period ending September 30, 2015, including, in each case, the notes, if any, thereto (including collectively, the related notes“CR Financial Statements”): (i) included in the Company SEC Reports presents fairly, complied as to form in all material respectsrespects with the published rules and regulations of Regulation S-X promulgated by the SEC; (ii) were prepared in accordance with GAAP, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied on a consistent basis during the periods involved, involved (except as otherwise noted may be indicated therein and in the notes thereto); (iii) fairly present (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as audit adjustments (which are not expected to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to actbe, individually or in the aggregate, subject or would subject any Licenses held by materially adverse to CR) and the Company or any absence of complete footnotes) in all material respects the financial position of CR as at the respective dates thereof and the results of its Subsidiaries to revocation or failure to renewoperations and cash flows for the respective periods then ended; and (iv) were compiled from, except where such revocation or failure to renewand are consistent with, individually or the books and records of CR, which books and records are accurate and complete in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeall material respects. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. The Company has previously furnished or otherwise made available to Parent true and complete copies of: (a) The Company has filed all forms, reports and documents, including all the Annual Reports on Form 10-KK filed by the Company with the SEC for the fiscal years ended March 31, 2000 and 2001; (b) the Quarterly Reports on Form 10-Q filed by the Company with the SEC for the quarters ended June 30, 2001, September 30, 2001 and December 31, 2001; (c) each definitive proxy statement filed by the Company with the SEC since April 1, 2000; (d) each final prospectus filed by the Company with the SEC since April 1, 2000, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K, registration statements and proxy statements required to be K filed by the Company with the Commission SEC since January 1, 1997 2000. As of their respective dates, such reports, proxy statements and prospectuses filed by the Company prior to the date hereof (collectivelycollectively with, and giving effect to, any amendments, supplements and exhibits thereto filed prior to the date hereof, the "Company SEC 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 in effect as of the date of filing, 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 Company SEC Report was amended or was superseded by a later filed Company SEC Report, none of the Company 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 Company'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 included in the Company SEC ReportsReports (including any related notes and schedules) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with accounting principles generally accepted in the United States ("GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since April 1, 2000, the Company has filed all reports, registration statements and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. The Company represents and warrants to Parent that, as of their the respective datesdates thereof, contained all reports of the type referred to in this Section 3.4 which the Company files with the SEC on or after the date hereof will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of The audited consolidated financial statements and the unaudited consolidated balance sheets interim financial statements included in such reports (including the any related notesnotes and schedules) included in the Company SEC Reports presents fairly, will fairly present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and cash flows or other information included therein for the changes periods then ended (subject, in financial position the case of the Company interim financial statements, to normal, recurring year-end adjustments), and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all will be prepared in conformity each case in accordance with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein and subject, disclosed in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company and each of its wholly owned Subsidiaries required to file reports under Sections 13 or 15(d) of the Exchange Act has filed all required reports, schedules, forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed by it with the Commission SEC since January 1, 1997 1995 (collectively, including all exhibits thereto, and together with such other reports, schedules, forms, statements and other documents, filed by the Company or any Subsidiary with the SEC under the Exchange Act and the Securities Act, including all exhibits thereto, the "Company COMPANY SEC ReportsREPORTS"). None of the Company SEC Reports, as of their respective dates, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries or for the respective periods or as of the respective dates set forth therein, all and were prepared in conformity with GAAP United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, involved except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All of the Company SEC Reports, as of their respective datesdates (and as of the date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Exchange Act, the Securities Act and the applicable Exchange Act and the rules and regulations promulgated thereunder. (b) OCC has filed all forms. Except for matters reflected or reserved against in the balance sheet for the period ended April 3, reports and documents, including all Reports on 1998 included in the financial statements contained in the Company's most recent Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure ScheduleQ, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has incurred since that date any liabilities or obligations of any nature, nature (whether or not accrued, contingent absolute, contingent, fixed or otherwise, that ) which would be required by generally accepted accounting principles under GAAP to be reflected set forth on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto)consolidated Subsidiaries, except for liabilities or and obligations which were incurred in the ordinary course of business consistent with past practice since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholesuch date.

Reports and Financial Statements. The Company has previously furnished to Newco, or its Affiliates or representatives, true and complete copies of: (a) The Company has filed all forms, reports and documents, including all the Company's Annual Reports on Form 10-KK filed with the Securities and Exchange Commission (the "SEC") for each of the years ended November 30, 1997 and 1998; and the Company's audited consolidated financial statements for the fiscal year ended November 28, 1999 (the "1999 Financial Statements"); (b) each definitive proxy statement filed by the Company with the SEC on or after February 27, 1998; (c) all Current Reports on Form 8-K and Quarterly Reports on Form 10-Q and Form 8-Kfiled by the Company with the SEC since December 1, registration statements 1998. As of their respective dates, such reports and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Reports" and with specific reference to all current Company SEC Reports filed through the date hereof, the "). None Company Current SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, as of their respective dates, contained the Exchange Act and the rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report, none of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained contains any untrue statement of a material fact or omitted omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The (i) audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the OCC Company SEC Reports presents fairlyand (ii) 1999 Financial Statements (including, in all material respectseach case, any related notes and schedules) fairly present the consolidated financial position of OCC the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments. All of the OCC SEC Reports), as of their respective dates, complied as to form in all material respects each case in accordance with requirements of the Exchange Act, the Securities Act past practice and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of in the Company and its Subsidiaries United States (including "GAAP") consistently applied during the periods involved (except as otherwise disclosed in the notes thereto). Since December 1, except for liabilities or obligations incurred in the ordinary course of business since September 301998, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company has timely filed all reports, registration statements and its other filings required to be filed by it with the SEC under the rules and regulations of the SEC. None of the Company's Subsidiaries taken as a wholeis required to file any forms, reports or other documents with the SEC.

Reports and Financial Statements. The Buyer has previously furnished or made available to the Company complete and accurate copies, as amended or supplemented, of its (a) The Company has filed all forms, reports and documents, including all Reports Annual Report on Form 10-KK for the fiscal year ended January 31, Form 10-Q 2001, as filed with the Securities and Form 8-KExchange Commission (the "SEC"), registration statements and proxy statements (b) all other reports filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since January 31, 2000 (such reports are collectively referred to herein as the "Buyer Reports"). The Buyer Reports constitute all of the documents required to be filed by the Buyer under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Commission since SEC from January 131, 1997 (collectively, 2000 through the "Company SEC Reports")date of this Agreement. None The Buyer Reports complied in all material respects with the requirements of the Company SEC Reports, as Exchange Act and the rules and regulations thereunder when filed. As of their respective dates, contained the Buyer Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each No event has occurred since July 31, 2001 which, with the passage of time, would require the filing by the Buyer of a current report on Form 8-K. The audited financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) Buyer included in the Company SEC Buyer Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notesi) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the applicable accounting requirements of the Exchange Act, the Securities Act and the applicable published rules and regulations thereunder. of the SEC with respect thereto when filed, (bii) OCC has filed all formswere 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, reports and documentsin the case of quarterly financial statements, including all Reports on Form 10-K, as permitted by Form 10-Q and Form 8-Kunder the Exchange Act), registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notesiii) included in the OCC SEC Reports presents fairly, in all material respects, fairly present the consolidated financial position condition, results of OCC operations and its Subsidiaries cash flows of the Buyer as of the respective dates thereofthereof and for the periods referred to therein, and (iv) are consistent with the other related statements (including books and records of the related notes) included Buyer. Buyer is eligible to use Form S-3 in connection with the OCC SEC Reports present fairly, in all material respects, registration of the results of operations Merger Shares and the changes shares of Buyer Common Stock issuable upon the exercise of any Option or Warrant in financial position accordance with the provisions of OCC Article VII of this Agreement. The description of capital stock contained in Buyer's Form 8-A filed with the SEC on January 10, 2000 is true and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form correct in all material respects with requirements as of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderdate hereof. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. The Purchaser has previously made available to the Shareholders (including through the SEC's EDGAR system) true and comple▇▇ ▇▇pies of: (a) The Company has filed all forms, reports and documents, including all Reports the Purchaser's Annual Report on Form 10-K, and all amendments thereto, filed with the SEC for the year ended September 30, 1999; (b) the Purchaser's Quarterly Report on Form 10-Q filed with the SEC for the quarter ended June 30, 2000; and (c) all Current Reports on Form 8-K, registration statements and proxy statements required to be K filed by the Purchaser with the Commission SEC since January 1September 30, 1997 1999. 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 and information statements (individually a "SEC Report" and collectively, the "Company SEC Reports"). None ) (i) complied as to form in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, as of their respective datesthe Exchange Act and the rules and regulations promulgated thereunder, contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the Company Purchaser's SEC Reports presents fairly(including any related notes and schedules) complied as to form, as of their respective dates of filing with the SEC, in all material respects, respects with all applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its Subsidiaries as of the respective dates thereofSEC with respect thereto, and the other related financial statements (including the related notes) included were prepared in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity accordance with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein disclosed in the notes thereto, and except that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q of the Exchange Act) and fairly presented the financial position of the Purchaser and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder). (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Buyer has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Securities and Exchange Commission (the "SEC") since January November 1, 1997 1996 through the date hereof (collectively, the "Company Buyer SEC Reports"), and has previously furnished or made available to the Seller true and complete copies of all Buyer SEC Reports. None of the Company Buyer SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the Company Buyer SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company Buyer and its Subsidiaries subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein present fairly, in all material respects, the results of operations and operations, the changes in financial position shareholders equity and cash flows of the Company Buyer and its Subsidiaries subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein. The Buyer has provided to the Seller true and correct copies of the Buyer's unaudited consolidated statement of operations and statement of cash flows for the nine months ended, and the Buyer's unaudited consolidated balance sheet as of, September 27, 1997 (the "Buyer Unaudited Financial Statements"). Such Buyer Unaudited Financial Statements present fairly in all material respects the results of operations and cash flows for the nine months ended, and the financial position of the Buyer and its subsidiaries as of, September 27, 1997, all in conformity with generally accepted accounting principles consistently applied during the period involved except as otherwise noted therein and except for the absence of footnote disclosures, and subject to normal year-end adjustments and any other adjustments described therein. All of the Company Buyer SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Securities Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports1934, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderamended. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports registration statements, reports, schedules and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents (including exhibits thereto) required to be filed with by it under the Commission Exchange Act and Securities Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, since January 1December 31, 1997 2008 (collectivelysuch forms, reports, schedules, statements and other documents, in each case, as amended, supplemented or superseded, being hereinafter referred to as the "“Company SEC Reports"”). None , and paid any fees required thereby, on a timely basis or has received a valid extension of the such time of filing and has filed such Company SEC ReportsReports prior to the expiration of any such extension. Each Company SEC Report, as including the documents incorporated by reference in each of their respective datesthem, contained at the time filed (i) contained, in all material respects, all information required to be included in it, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each misleading and (iii) complied in all material respects with all applicable requirements of the Exchange Act and Securities Act. No executive officer of the Company 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 hereof, none of the Company SEC Reports, nor any registration statement filed under the Securities Act, is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) The audited consolidated balance sheets (including financial statements and unaudited interim financial statements of the related notes) Company included in the Company SEC Reports presents (i) have been prepared from, and are in accordance in all material respects with, the books and records of the Company and its Subsidiaries, (ii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, for normal year-end adjustments that are not material in amount or scope to the extent permitted by the SEC on Form 10-Q, Form 8-K or any like form under the Exchange Act), and (iv) present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of at the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries cash flow for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 The records, systems, controls, data and information of the Company Disclosure Scheduleare recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the Company exclusive ownership and its Subsidiaries have not made any misstatements direct control of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries accountants (including the notes theretoall means of access thereto and therefrom), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, any nonexclusive ownership and nondirect control that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described below in Section 3.7(d). (d) The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), which is sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and maintain accountability for assets; and (c) access to assets is permitted only in accordance with management’s general or specific authorization. The Company’s internal control over financial reporting was effective as of March 31, 2011 and the Company is not aware of any material weakness in its internal control over financial reporting. Since December 31, 2010, there has been no change in the Company’s internal control over financial reporting or disclosure controls and procedures or, to the knowledge of the Company, in other factors that could significantly affect the Company’s internal controls. (e) The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, the Company has no knowledge of any reason that its outside auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. Since December 31, 2008, (i) neither the Company nor any of its Subsidiaries taken as nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board or any committee thereof or to any director or officer of the Company.

Reports and Financial Statements. (a) The Company Xpedior has filed with the U.S. Securities and Exchange Commission (the "SEC") all forms, reports and documentsreports, including all Reports on Form 10-K, Form 10-Q and Form 8-Kschedules, registration statements, definitive proxy statements, information statements and proxy statements other filings ("SEC Reports") required to be filed by it with the Commission SEC since January December 1, 1997 (collectively, the "Company SEC Reports")1999. None of the Company SEC Reports, as As of their respective dates, contained the SEC Reports complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Securities Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports. As of their respective dates and as of the date any information from such SEC Reports has been incorporated by reference, the SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Xpedior has filed all material contracts and agreements and other documents or instruments required to be filed as exhibits to the SEC Reports. (b) The consolidated balance sheets of Xpedior as of December 31, 1999, 1998 and 1997 and the related consolidated statements of operations, shareholders' equity and cash flows for the years ended December 31, 1999 and 1998 and the period from March 27, 1997 through December 31, 1997 (including the related notesnotes and schedules thereto) included contained in Xpedior's Form 10-K for the Company SEC Reports presents year ended December 31, 1999 (the "Annual Financial Statements") present fairly, in all material respects, the consolidated financial position and the consolidated results of the Company operations, retained earnings and cash flows of Xpedior and its consolidated Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries or for the respective periods or as of the respective dates set forth therein, all presented therein in conformity with GAAP consistently United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, except as otherwise noted therein and subjecttherein, including in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunderrelated notes. (bc) OCC has filed all formsThe consolidated balance sheets and the related statements of operations and cash flows (including, reports and documentsin each case, including all Reports on Form 10-K, the related notes thereto) contained in Xpedior's Form 10-Q for the quarterly periods ended June 30, 2000 and Form 8-KMarch 31, registration statements and proxy statements required to be filed 2000 (the "Quarterly Financial Statements" and, together with the Commission since January 1, 1997 (collectivelyAnnual Financial Statements, the "OCC SEC ReportsFinancial Statements")) have been prepared in accordance with the requirements for interim financial statements contained in Regulation S-X, which do not require all the information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with GAAP. None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or omitted to state a material fact required to be stated therein or The Quarterly Financial Statements reflect all adjustments necessary to make the statements therein, present fairly in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets accordance with GAAP (including the related notes) included in the OCC SEC Reports presents fairlyexcept as indicated), in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereofposition, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position cash flows of OCC Xpedior and its consolidated Subsidiaries for the respective all periods or as of the respective dates set forth presented therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as described in the SEC Reports or as set forth on Section 4.4 the Xpedior Disclosure Schedule, the adoption of SEC Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements) effective January 1, 2000 has not adversely impacted, and will not adversely impact, in any material respect, the Company amount or timing of revenue recognition by Xpedior or any of its Subsidiaries as compared to their prior revenue recognition practices. (e) Except for those liabilities that are fully reflected or reserved against on the Financial Statements or as set forth on the Xpedior Disclosure Schedule, neither the Company Xpedior nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for outstanding any Indebtedness liability of any other Person. nature whatsoever (e) Except as set forth on Section 4.4 of the Company Disclosure Schedulewhether absolute, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that otherwise and whether due or to become due) which would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including or in the notes thereto)thereto prepared in accordance with GAAP, except for liabilities or and obligations which have been incurred since June 30, 2000 in the ordinary course of business since September 30, 1999, that would not, individually which are not material in nature or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeamount.

Reports and Financial Statements. The Company has --------------------------------- previously furnished or otherwise made available to the Parent true and complete copies of: (a) The Company has filed all forms, reports and documents, including all the Company's Annual Reports on Form 10-KK filed with the SEC for each of the years ended December 31, 1996 and 1997; (b) the Company'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 definitive proxy statement filed by the Company with the SEC since December 31, 1996; (d) each final prospectus filed by the Company with the SEC since December 31, 1996, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K, registration statements and proxy statements required to be K filed by the Company with the Commission SEC since January 1, 1997 1997. As of their respective dates, such reports, proxy statements and prospectuses (collectivelycollectively with any amendments, supplements and exhibits thereto, the "Company SEC Reports"). None ) (i) complied as to form in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, as of their respective datesthe Exchange Act and the rules and regulations promulgated thereunder, contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Report was amended or was superseded by a later filed Company SEC Report, none of the Company 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 Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports presents fairly, in all material respects, (including any related notes and schedules) fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included each case in accordance with past practice and generally accepted accounting principles in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements United States (including the related notes"GAAP") included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein and subject, disclosed in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto). Since January 1, except for liabilities or obligations incurred in the ordinary course of business since September 301996, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company has timely filed all reports, registration statements and its Subsidiaries taken as a wholeother filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) The Company has timely filed or furnished all forms, documents and reports required to be filed or furnished by it with the SEC since January 1, 2020 (all such forms, documents and documentsreports filed or furnished by the Company since such date, including all Reports on Form 10-Kthe “Company SEC Documents”). As of their respective dates or, Form 10-Q and Form 8-Kif amended, as of the date of the last such amendment (and, in the case of registration statements and proxy statements required to be filed statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Company SEC Documents complied in all material respects with the Commission since January 1applicable requirements of the U.S. Securities Act of 1933, 1997 as amended, (collectivelythe “Securities Act”), the "Company Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations of the SEC Reports"). None promulgated thereunder, and none of the Company SEC Reports, as of their respective dates, Documents contained any untrue statement of a material fact or 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. Each None of the consolidated balance sheets Company’s Subsidiaries is, or at any time since January 1, 2020 has been, required to file any forms, reports or other documents with the SEC. As of the date hereof, (including i) there are no outstanding or unresolved comments in any comment letters received by the related notesCompany from the SEC, and (ii) included to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing review by the SEC. The Company made available to Parent any material correspondence between the SEC and the Company since January 1, 2020 not reflected in the Company SEC Reports presents fairly, Documents. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (i) fairly present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of the Company and its Subsidiaries their consolidated cash flows for the respective periods or as then-ended (subject, in the case of the respective dates set forth unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), (ii) were prepared in all material respects in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subjectU.S. generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of as permitted by the Company SEC Reportsrules and regulations) applied on a consistent basis during the periods involved (except as may be indicated therein, as of their respective dates, complied including in the notes thereto) and (iii) comply as to form in all material respects with the applicable accounting requirements of under the Exchange Securities Act, the Securities Exchange Act and the applicable rules and regulations thereunderof the SEC. The Company and its Subsidiaries are not party to any off-balance sheet arrangements of any type pursuant to any off-balance sheet arrangement required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been disclosed in the Company SEC Documents. (bc) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since Since January 1, 1997 (collectively2020, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, Company has complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable listing and corporate governance rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeNew York Stock Exchange. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has previously furnished Parent with true and complete copies of its (i) Annual Report on Form 10-K for the year ended December 31, 1995, as filed all formswith the Commission, reports and documents, including all (ii) Quarterly Reports on Form 10-KQ for the quarters ended March 31, Form 10-Q 1996, June 30, 1996 and Form 8-KSeptember 30, 1996, as filed with the Commis- sion, (iii) proxy statements related to all meetings of its shareholders (whether annual or special) since December 31, 1994 and (iv) all other reports or registration statements and proxy statements required to be filed by the Company with the Commission since January 1December 31, 1997 1994, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (collectively, other than preliminary material) that the Company was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC ReportsRe- ports"). None of the Company SEC Reports, as As of their respective dates, contained the 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 omitted 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 misleadingmis- leading. Each The audited consolidated financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) Company included in the Company SEC Reports presents fairly, comply as to form in all material respectsrespects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, and the consolidated financial statements included in the Company SEC Reports, have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company and its Subsidiaries subsidiaries as of at the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries posi- tion for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 au- dit adjustments and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Personadjustments described therein. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Shurgard REIT has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission SEC since January 1February 28, 1997 1994 (collectively, the "Company “Shurgard REIT SEC Reports"”), and has previously furnished or made available to Management Company true and complete copies of all Shurgard REIT SEC Reports. None of the Company Shurgard REIT SEC Reports, as of their respective datesdates (as amended through the date hereof), contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the Company Shurgard REIT SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company Shurgard REIT and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein present fairly, in all material respects, the results of operations and the changes in financial position of the Company Shurgard REIT and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein. All of the Company Shurgard REIT SEC Reports, as of their respective datesdates (as amended through the date hereof), complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has timely filed with or, if applicable, otherwise furnished to the SEC all forms, reports and documentsreports, including all Reports on Form 10-Kschedules, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed with or furnished by it under the Commission Securities Act or the Exchange Act since September 1, 2005 (such documents, as supplemented or amended since the time of filing, the “Company SEC Reports”). Except for ▇▇▇▇▇▇▇▇ Scotsman Inc., Space Master International, Inc., Evergreen Mobile Company, Truck & Trailer Sales, Inc., Willscot Equipment LLC and ▇▇▇▇▇▇▇▇ Scotsman of Canada, Inc., no Subsidiary of the Company is or at any time since January 1, 1997 (collectively2002 has been required to file with or furnish to the SEC any such forms, the "Company SEC Reports")reports, schedules or other documents. None As of their respective dates, the Company SEC Reports, including any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied as to form in all material respects with the applicable requirements of their respective datesthe Securities Act and the Exchange Act, contained as applicable, and (ii) did not contain any untrue statement of a material fact or omitted omit 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. Each , except to the extent that the information in such Company SEC Reports has been amended or superseded by a later Company SEC Report filed prior to the date of the this Agreement. (b) The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports presents fairly(including the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2006 and the Company’s quarterly reports on Form 10-Q for the quarterly period ended March 31, 2007), along with any related notes and schedules, comply, in all material respects, with applicable accounting requirements and fairly present, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries their cash flows for the respective periods or as of the respective dates set forth therein, all and in conformity each case were prepared in accordance with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein disclosed in the notes thereto and subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 There are no liabilities or obligations of the Company Disclosure Scheduleor any Subsidiary (whether accrued, the Company and its Subsidiaries have not made any misstatements of factcontingent, absolute, determined, determinable or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to actotherwise) which, individually or in the aggregate, subject or would subject any Licenses held by be material to the Company other than (i) liabilities or any obligations disclosed or provided for in the Balance Sheet or disclosed in the notes thereto; (ii) liabilities or obligations incurred after the Balance Sheet Date in the ordinary course of its Subsidiaries to revocation or failure to renewbusiness, except where such revocation or failure to renewnone of which, individually or in the aggregate, does not is material to the Company and its Subsidiaries; (iii) liabilities under this Agreement or incurred in connection with the transactions contemplated hereby; (iv) liabilities or obligations which have been discharged or paid in full prior to the date of this Agreement; (v) liabilities disclosed on Section 4.7 of the Disclosure Letter; and (vi) other liabilities that, individually or in the aggregate would not reasonably be reasonably likely expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeCompany. (d) Except as set forth on Section 4.4 of the The Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed heretofore made available or otherwise agreed promptly will make available to become responsible for any Indebtedness Parent and Merger Sub a complete and correct copy of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor amendments or modifications to any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in filed prior to the date hereof which are required to be filed with the SEC but have not yet been filed with the SEC, and any Section of Company SEC Reports required to be filed by the Company Disclosure Schedules, neither on or after the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles date hereof and prior to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeEffective Time.

Reports and Financial Statements. (a) The Company has filed all forms, reports reports, statements, certifications and documents, other documents (including all Reports on Form 10-Kexhibits, Form 10-Q amendments and Form 8-K, registration statements and proxy statements supplements thereto) required to be filed by it with the Commission SEC and the Canadian Securities Administrators since January September 1, 1997 2019 (all such forms, reports, statements, certificates and other documents filed since September 1, 2019, with any amendments thereto, collectively, the "“Company Reports”), each of which, including any financial statements included therein, as finally amended prior to the date hereof, complied as to form in all material respects with the applicable requirements of Securities Laws as of the date filed with the SEC Reports")or the Canadian Securities Administrators, as applicable. None of the Company’s Subsidiaries is required to file periodic reports with the SEC or any of the Canadian Securities Administrators. None of the Company Reports contained, when filed with the SEC Reportsor the Canadian Securities Administrators, as applicable, or, if amended, as of their respective datesthe date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each As of the consolidated balance sheets (including date hereof, there are no outstanding or unresolved comments in comment letters received from the related notes) included in SEC staff or the staff of any of the Canadian Securities Administrators with respect to the Company Reports. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company Report filed or furnished by the Company with the SEC Reports presents fairlysince September 1, in all material respects, the 2019. (b) The consolidated historical financial position statements of the Company and its Subsidiaries as of included (or incorporated by reference) in the respective dates thereof, and the other related financial statements Company Reports (including the related notes, where applicable) included in the Company SEC Reports present fairlyfairly present, in all material respects, the results of operations the consolidated operations, comprehensive income (loss), shareholders’ equity and the changes in cash flows and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates set forth thereintherein (subject, in the case of the unaudited statements, to normal year-end audit adjustments). Such consolidated financial statements (including the related notes) complied, as of the date of filing, in all material respects, with applicable accounting requirements (and in conformity the case of financial statements after March 1, 2021, with GAAP the published rules and regulations of the SEC) and the Canadian Securities Administrators, as applicable, with respect thereto and each of such financial statements (including the related notes) was prepared in accordance with IFRS, consistently applied during the periods involved, except in each case as otherwise noted therein and subjectindicated in such statements or in the notes thereto or, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 Management of the Company Disclosure Schedulehas implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeothers within those entities. (d) Except The Company has established and maintains a system of disclosure controls and procedures (as set forth on Section 4.4 such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Company Disclosure ScheduleCanadian Securities Administrators). The disclosure controls and procedures have been designed to provide reasonable assurance that (i) material information relating to the Company, neither including in respect of its Subsidiaries, is made known to the Company’s chief executive officer and its chief financial officer by others within those entities and (ii) information required to be disclosed by the Company nor any of in its Subsidiaries has guaranteed annual filings, interim filings or otherwise agreed other reports required to become responsible for any Indebtedness of any be filed or submitted by it under Canadian Securities Laws is recorded, processed, summarized and reported within the time periods prescribed by applicable Canadian Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other Personreports required to be filed or submitted under the Canadian Securities Laws is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (e) Except The Company has established and maintains a system of internal control over financial reporting (as set forth on Section 4.4 such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Company Disclosure Schedule, neither Canadian Securities Administrators) that is designed to provide reasonable assurance regarding the Company nor any Subsidiary reliability of financial reporting and the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any preparation of its Affiliatesfinancial statements in accordance with IFRS. (f) Except To the Knowledge of the Company, as and to of the extent set forth date of this Agreement (i) there are no material weaknesses in the Company SEC Reports design and implementation or in any Section maintenance of internal controls over financial reporting of the Company Disclosure Schedules, neither that are reasonably likely to adversely affect the ability of the Company nor any of its Subsidiaries has any liabilities or obligations of any natureto record, process, summarize and report financial information; and (ii) there is no fraud, whether or not accrued, contingent or otherwisematerial, that would be required by generally accepted involves management or other employees who have a significant role in the internal control over financial reporting of the Company. (g) Since September 1, 2019, the Company has not received any material written complaint, allegation, assertion or claim regarding the accounting principles to be reflected on a consolidated balance sheet or auditing practices, procedures, methodologies or methods of the Company and or its Subsidiaries (respective internal accounting controls, including the notes thereto)any credible complaint, except for liabilities allegation, assertion or obligations incurred in the ordinary course of business since September 30, 1999, claim that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholehas engaged in questionable accounting or auditing practices.

Reports and Financial Statements. The Company has -------------------------------- previously furnished or otherwise made available to the Parent true and complete copies of: (a) The Company has filed all forms, reports and documents, including all the Company's Annual Reports on Form 10-KK filed with the SEC for each of the years ended December 31, 1996 and 1997; (b) the Company'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 definitive proxy statement filed by the Company with the SEC since December 31, 1996; (d) each final prospectus filed by the Company with the SEC since December 31, 1996, except any final prospectus on Form S-8; and (e) all Current Reports on Form 8-K, registration statements and proxy statements required to be K filed by the Company with the Commission SEC since January 1, 1997 1997. As of their respective dates, such reports, proxy statements and prospectuses (collectivelycollectively with any amendments, supplements and exhibits thereto, the "Company SEC Reports"). None ) (i) complied as to form in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, as of their respective datesthe Exchange Act and the rules and regulations promulgated thereunder, contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Except to the extent that information contained in any Company SEC Report was amended or was superseded by a later filed Company SEC Report, none of the Company 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 Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports presents fairly, in all material respects, (including any related notes and schedules) fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included each case in accordance with past practice and generally accepted accounting principles in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements United States (including the related notes"GAAP") included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein and subject, disclosed in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto). Since January 1, except for liabilities or obligations incurred in the ordinary course of business since September 301996, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company has timely filed all reports, registration statements and its Subsidiaries taken as a wholeother filings required to be filed by it with the SEC under the rules and regulations of the SEC.

Reports and Financial Statements. (a) The Company has Rapid Link has, in a timely manner, filed all forms, reports and documentsnotifications, including all Reports on Form 10-Kreports, Form 10-Q and Form 8-Kschedules, registration statements, proxy statements, information statements and proxy statements other documents (together with all amendments thereof and supplements thereto) that were required to be filed by Rapid Link or any Subsidiary (with respect to the Commission Core Business) with any applicable Governmental Entity, including, without limitation, the FCC, state telecommunications regulatory authorities and the SEC, since January 1, 1997 2009 (collectivelyas such documents have since the time of their filing been amended or supplemented, the "Company SEC “Rapid Link Reports"”). None , which are all of the Company SEC Reportsdocuments (other than preliminary material) that Rapid Link or any Subsidiary (with respect to the Core Business) was required to file with any applicable Governmental Entity since such date. As of their respective dates (and without giving effect to any amendments or supplements filed after the date of this Agreement with respect to Rapid Link Reports filed before the date of this Agreement), each of Rapid Link Reports complied, as to form and substance, in all material respects with Legal Requirements. To Rapid Link’s Knowledge, as of the date hereof, there are no unresolved comments issued by the staff of any Governmental Authority with respect to any of the Rapid Link Reports or Rapid Link’s operations, generally that failure to resolve would have a Material Adverse Effect. (b) Rapid Link has made available to Blackbird all registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC since January 1, 2008 that are not publicly available through the SEC’s E▇▇▇▇ database. As of their respective dates, contained each of Rapid Link Reports, (i) complied, as to form and substance, in all material respects with Legal Requirements, including without limitation, in the case of forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) subject to the requirements of the Securities Act or the Exchange Act (as such documents have since the time of their filing been amended or supplemented, the “SEC Reports”), the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To Rapid Link’s Knowledge, as of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports or Rapid Link’s operations, generally. (c) Each of the audited consolidated balance sheets financial statements and unaudited interim consolidated financial statements (including including, in each case, the related notesnotes and schedules, if any, thereto) included in the Company SEC Reports presents fairly(the “Rapid Link Financial Statements”): (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, (ii) was 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 SEC), and (iii) fairly presented, in all material respects, respects the consolidated financial position of the Company and its Subsidiaries Rapid Link as of at the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of operations its operations, stockholders’ equity and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and indicated (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments. All of the Company 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 permitted by GAAP and the applicable rules and regulations thereunderpromulgated by the SEC). The balance sheet of Rapid Link contained in the SEC Reports as of July 31, 2009, is hereinafter referred to as the “Rapid Link Balance Sheet.” Rapid Link is not a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (bd) OCC Rapid Link has filed all forms, reports established and documents, including all Reports on Form 10maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-K, Form 10-Q and Form 8-K, registration statements and proxy statements financial) relating to Rapid Link required to be filed with disclosed by Rapid Link in the Commission since January 1SEC Reports is recorded, 1997 (collectivelyprocessed, summarized and reported within the "OCC SEC Reports"). None time periods specified in the rules and forms of the OCC SEC ReportsSEC, and that such information is accumulated and communicated to Rapid Link’s principal executive officer and principal financial officer, or Persons performing similar functions, as of their respective dates, contained any untrue statement of material fact or omitted appropriate to state a material fact allow timely decisions regarding required to be stated therein or necessary disclosure and to make the statements therein, in light certifications of the circumstances under which they were made, not misleading. Each principal executive officer and the principal financial officer of Rapid Link required by Section 302 of the consolidated balance sheets S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including “SOX”) with respect to such reports. To Rapid Link’s Knowledge, there is no fraud, whether or not material, that involves management or other employees who have a significant role in Rapid Link’s internal controls and procedures. (e) Rapid Link is in compliance in all material respects with (i) the related notesapplicable provisions of the SOX and (ii) included in the OCC SEC Reports presents fairlyapplicable listing and corporate governance rules and regulations of the OTC Bulletin Board. (f) Rapid Link’s books and records have been fully, properly and accurately maintained in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all there are no material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods inaccuracies or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness discrepancies of any other Personkind contained or reflected therein. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports registration statements, reports, schedules and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents (including exhibits thereto) required to be filed with by it under the Commission Exchange Act and Securities Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, since January 1December 31, 1997 2008 (collectivelysuch forms, reports, schedules, statements and other documents, in each case, as amended, supplemented or superseded, being hereinafter referred to as the "“Company SEC Reports"”). None , and paid any fees required thereby, on a timely basis or has received a valid extension of the such time of filing and has filed such Company SEC ReportsReports prior to the expiration of any such extension. Each Company SEC Report, as including the documents incorporated by reference in each of their respective datesthem, contained at the time filed (i) contained, in all material respects, all information required to be included in it, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each misleading and (iii) complied in all material respects with all applicable requirements of the Exchange Act and Securities Act. No executive officer of the Company 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 hereof, none of the Company SEC Reports, nor any registration statement filed under the Securities Act, is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) The audited consolidated balance sheets (including financial statements and unaudited interim financial statements of the related notes) Company included in the Company SEC Reports presents (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, for normal year-end adjustments that are not material in amount or scope to the extent permitted by the SEC on Form 10-Q, Form 8-K or any like form under the Exchange Act), and (iv) present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of at the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries cash flow for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 The records, systems, controls, data and information of the Company Disclosure Scheduleare recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the Company exclusive ownership and its Subsidiaries have not made any misstatements direct control of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries accountants (including the notes theretoall means of access thereto and therefrom), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, any nonexclusive ownership and nondirect control that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described below in Section 3.7(d). (d) The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), which is sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and maintain accountability for assets; and (c) access to assets is permitted only in accordance with management’s general or specific authorization. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weakness in its internal control over financial reporting. Since December 31, 2010, there has been no change in the Company’s internal control over financial reporting or disclosure controls and procedures or, to the knowledge of the Company, in other factors that could significantly affect the Company’s internal controls. (e) The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, the Company has no knowledge of any reason that its outside auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. Since December 31, 2008, (i) neither the Company nor any of its Subsidiaries taken as nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board or any committee thereof or to any director or officer of the Company.

Reports and Financial Statements. (a) The Company has filed all formsreports, reports schedules and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements forms required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1December 31, 1997 2001 (collectively, including all exhibits thereto, the "“Company SEC Reports"”). None of the Company SEC Reports, as of their respective datesfiling dates (and, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries or for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involvedGAAP, except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All of the such Company SEC Reports, as of their respective datesfiling dates (and as of the filing date of any amendment to the respective Company SEC Report), complied as to form and substance in all material respects with the then-applicable requirements of the Exchange Act, the Securities Act of 1933, as amended, and the applicable rules and regulations thereunderpromulgated thereunder (the “Securities Act”) and the Exchange Act. (b) OCC The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration furnished or made available to Parent copies of the following financial statements and proxy statements required to be filed with of the Commission since January 1, 1997 Company (collectively, the "OCC SEC Reports"“Financial Statements”): (a) audited balance sheets as of December 31, 2003 and 2004, and the related audited statements of operations and cash flow for the period then ended, and (b) the unaudited balance sheets as of March 31, 2005 (the March 31, 2005 balance sheet being the “Balance Sheet”), and the related unaudited statements of operations and cash flows for the period then ended. None The Financial Statements are in accordance with the regularly maintained books and records of the OCC SEC ReportsCompany, as of their respective dates, contained any untrue statement of material fact or omitted were prepared pursuant to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairlywork papers, are complete and correct in all material respects, have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial position condition of OCC and its Subsidiaries the Company as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involvedcovered thereby, except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All The statements of operations and cash flows included in the OCC SEC Reports, Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business except as of their respective dates, complied expressly set forth therein. Except as to form disclosed in all material respects with requirements of the Exchange ActFinancial Statements, the Securities Act and the applicable rules and regulations thereunderCompany does not have any outstanding indebtedness for borrowed money nor has it guaranteed any such obligations. (c) Except as set forth on Section 4.4 Schedule 4.6(c), (i) the Company is not a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) and (ii) there are no outstanding loans to directors and officers of the Company Disclosure Schedule, as provided in Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as disclosed in the Company SEC Reports, each director and its Subsidiaries have not made any misstatements officer of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company has filed with or any furnished to the SEC all statements required by Section 16(a) of its Subsidiaries to revocation or failure to renewthe Exchange Act and the rules and regulations thereunder since January 1, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole2002. (d) Except as set forth on Section 4.4 in Schedule 4.6(d), the Company maintains a system of internal accounting and other controls sufficient to provide reasonable assurance that (i) material transactions are executed in accordance with management’s general or specific authorizations and with the investment objectives, policies and restrictions of the Company Disclosure Scheduleand the applicable requirements of the Code, neither (ii) material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP to calculate net assets value and to maintain accountability for assets, (iii) access to material assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Company nor recorded accounting for material assets is compared with the existing material assets at reasonable intervals and appropriate action is taken with respect to any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Personmaterial differences. (e) Except The Company’s auditor has at all times been (i) a registered public accounting firm (as set forth on defined in Section 4.4 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of the Company Disclosure Schedule, neither the Company nor any Subsidiary in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder and the Public Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its AffiliatesAccounting Oversight Board. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company CHC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements documents required to be filed with the Commission SEC since January 1, 1997 2018 (collectivelyall such required forms, reports and documents are referred to herein as the "Company “CHC SEC Reports"Documents”), all of which are available to VNC through the SEC’s ▇▇▇▇▇ database. None of the Company SEC Reports, as As of their respective dates, contained the CHC SEC Documents: (i) were prepared 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 CHC SEC Documents; and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required require 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. Each The certifications and statements required by (x) Rule 13a-14 under the Exchange Act and (y) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) relating to the CHC SEC Documents are accurate and complete and comply as to form and content with all applicable legal requirements. (b) The audited consolidated balance sheets financial statements of CHC as of December 31, 2018 and unaudited interim consolidated financial statements of CHC as of and for the period ending September 30, 2019, including, in each case, the notes, if any, thereto (including collectively, the related notes“CHC Financial Statements”): (i) included in the Company SEC Reports presents fairly, complied as to form in all material respectsrespects with the published rules and regulations of Regulation S-X promulgated by the SEC; (ii) were prepared in accordance with GAAP, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied on a consistent basis during the periods involved, involved (except as otherwise noted may be indicated therein and in the notes thereto); (iii) fairly present (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, complied as audit adjustments (which are not expected to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to actbe, individually or in the aggregate, subject or would subject materially adverse to CHC) and the absence of complete footnotes) in all material respects the financial position of CHC as at the respective dates thereof and the results of its operations and cash flows for the respective periods then ended; and (iv) were compiled from, and are consistent with, the books and records of CHC, which books and records are accurate and complete in all material respects. (c) No member of the CHC Group is a party to, nor does it have any Licenses held by the Company commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among any member of its Subsidiaries to revocation or failure to renewthe CHC Group, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company one hand, and its Subsidiaries taken 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 a wholedefined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the CHC Group in CHC’s financial statements. (d) Except as set forth on Section 4.4 No member of the Company Disclosure Schedule, neither CHC Group has outstanding (nor has arranged or modified since the Company nor enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) any “extensions of its Subsidiaries has guaranteed credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) to directors or otherwise agreed to become responsible for any Indebtedness executive officers (as defined in Rule 3b-7 under the Exchange Act) of any other Person. (e) Except as set forth on Section 4.4 member of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its AffiliatesCHC Group. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has filed all formsreports, reports schedules and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements forms required to be filed by it with the Securities and Exchange Commission (the “SEC”) since January 1March 31, 1997 2007 (collectively, including all exhibits thereto, the "“Company SEC Reports"”). None of the Company SEC Reports, as of their respective datesfiling dates (and, if amended or superseded by a filing prior to the Closing Date, then on the date of such filing), contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets financial statements of the Company (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries or for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involvedGAAP, except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All of the such Company SEC Reports, as of their respective datesfiling dates (and as of the filing date of any amendment to the respective Company SEC Report), complied as to form and substance in all material respects with the then-applicable requirements of the Exchange Act, the Securities Act of 1933, as amended, and the applicable rules and regulations thereunderpromulgated thereunder (the “Securities Act”) and the Exchange Act. (b) OCC The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration furnished or made available to Parent copies of the following financial statements and proxy statements required to be filed with of the Commission since January 1, 1997 Company (collectively, the "OCC SEC Reports"“Financial Statements”): (a) audited balance sheets as of March 31, 2007, 2008 and 2009, and the related audited statements of operations and cash flow for the period then ended, and (b) the unaudited balance sheets as of September 30, 2009 (the September 30, 2009 balance sheet being the “Balance Sheet”), and the related unaudited statements of operations and cash flows for the period then ended. None The Financial Statements are in accordance with the regularly maintained books and records of the OCC SEC ReportsCompany, as of their respective dates, contained any untrue statement of material fact or omitted were prepared pursuant to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairlywork papers, are complete and correct in all material respects, have been prepared in accordance with GAAP consistently applied and present fairly in all material respects the consolidated financial position condition of OCC and its Subsidiaries the Company as of the respective dates thereof, thereof and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involvedcovered thereby, except as otherwise noted therein therein, and subject, in the case of the unaudited interim financial statements, to the absence of footnotes and to normal year-end adjustmentsadjustments that have not been and are not expected to be material in amount. All The statements of operations and cash flows included in the OCC SEC Reports, Financial Statements do not contain any material items of special or non-recurring income or other income not earned in the ordinary course of business except as of their respective dates, complied expressly set forth therein. Except as to form disclosed in all material respects with requirements of the Exchange ActFinancial Statements, the Securities Act and the applicable rules and regulations thereunderCompany does not have any outstanding indebtedness for borrowed money nor has it guaranteed any such obligations. (c) Except as set forth on Section 4.4 Schedule 4.6(c), (i) the Company is not a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) and (ii) there are no outstanding loans to directors and officers of the Company Disclosure Schedule, as provided in Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as disclosed in the Company SEC Reports, each director and its Subsidiaries have not made any misstatements officer of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company has filed with or any furnished to the SEC all statements required by Section 16(a) of its Subsidiaries to revocation or failure to renewthe Exchange Act and the rules and regulations thereunder since January 1, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole2007. (d) Except as set forth on Section 4.4 in Schedule 4.6(d), the Company maintains a system of internal accounting and other controls sufficient to provide reasonable assurance that (i) material transactions are executed in accordance with management’s general or specific authorizations and with the investment objectives, policies and restrictions of the Company Disclosure Scheduleand the applicable requirements of the Code, neither (ii) material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP to calculate net assets value and to maintain accountability for assets, (iii) access to material assets is permitted only in accordance with management’s general or specific authorization, and (iv) the Company nor recorded accounting for material assets is compared with the existing material assets at reasonable intervals and appropriate action is taken with respect to any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Personmaterial differences. (e) Except The Company’s auditor has at all times been (i) a registered public accounting firm (as set forth on defined in Section 4.4 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act), (ii) “independent” with respect to the Company within the meaning of Regulation S-X under the Exchange Act and (iii) to the Knowledge of the Company Disclosure Schedule, neither the Company nor any Subsidiary in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC thereunder and the Public Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its AffiliatesAccounting Oversight Board. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company and each of its Subsidiaries (including each predecessor of any such Subsidiary prior to it becoming a Subsidiary) has timely filed or furnished all registrations, statements, schedules, forms, documents, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents required to be filed or furnished prior to the date hereof by it with the U.S. Securities and Exchange Commission (the "SEC") since January 1, 1997 2011 (collectivelyall such documents and reports filed or furnished by the Company or any of its Subsidiaries, the "Company SEC ReportsDocuments") and has timely paid all fees due in connection therewith. 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 proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively). None , the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") as of the time of filing with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Company SEC Reports, as of their respective dates, Documents contained any untrue statement of a material fact or 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. Each As of the consolidated balance sheets (including date of this Agreement, no executive officer of the related notes) included Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by the Company relating to the Company SEC Reports presents fairlyDocuments. None of the Company SEC Documents is, to the knowledge of the Company, the subject of ongoing SEC review. (b) The consolidated financial statements (including all related notes and schedules) of the Company included in or incorporated by reference into the Company SEC Documents (the "Company Financial Statements") (i) fairly present in all material respects, respects the consolidated financial position of the Company and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of the Company and its Subsidiaries their consolidated cash flows for the respective periods or as then ended (subject, in the case of the respective dates set forth unaudited statements, to normal and recurring year-end audit adjustments and other adjustments described therein, all including the notes thereto), (ii) were prepared in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subjectU.S. generally accepted accounting principles ("GAAP") (except, in the case of the unaudited interim financial statements, subject to normal year-end adjustments. All 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 (iii) have been prepared from, and are in accordance with, the books and records of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as consolidated subsidiaries. The books and records of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. PricewaterhouseCoopers LLP has not made any misstatements resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually the Company as a result of or in the aggregate, subject or would subject connection with any Licenses held by disagreements with the Company on a matter of accounting principles or any of its Subsidiaries to revocation practices, financial statement disclosure or failure to renew, except where such revocation auditing scope or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeprocedure. (dc) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed is a party to, nor does it have any commitment to become responsible for a party to, any Indebtedness joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company 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 Person. hand) or any "off-balance sheet arrangements" (eas defined in Item 303(a) Except as set forth on Section 4.4 of Regulation S-K of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its AffiliatesSEC). (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has Interland and its predecessors have timely filed all forms, reports and documentsreports, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 documents (collectively, the "Company SEC Reports") required to be filed by it with the Securities and Exchange Commission (the "Commission") and the Nasdaq National Market (the "Nasdaq"), with the exception of Interland's Form 10-K/A, filed January 14, 2002, which was filed within 15 days after Interland's filing of a related Form 12b-25 on December 31, 2001. None Each Report (i) was prepared in accordance with the requirements of the Company SEC ReportsSecurities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the Nasdaq, as the case may be, and (ii) did not at the time it was filed (or if amended or superseded by a filing prior to the date of their respective datesthis Agreement, contained then on the date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Interland Subsidiary is subject to the periodic reporting requirements of the Exchange Act or required to file any form, report or other document with the Commission, the Nasdaq, any other stock exchange or any other comparable governmental or self-regulatory entity. (b) Each of the audited consolidated financial statements and unaudited interim financial statements included in the Reports has been prepared in accordance with generally accepted accounting principles applied on a consistent basis as of the respective filing dates thereof (and except as may be indicated therein or in the notes thereto) and fairly, in all material respects, presents the financial position of the entity or entities to which it relates as at the respective dates thereof and the consolidated results of operations, shareholders' 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 Interland Disclosure Schedule). (c) None of the information supplied or to be supplied by Interland for inclusion or incorporation by reference in the registration statement called for in the Stock Rights Agreement will at the time it becomes effective or thereafter, as of the date of its filing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were are made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements filings required to be filed with made by WPL and the Commission WPL Subsidiaries since January 1, 1997 1992 under the Securities Act of 1933, as amended (collectivelythe "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Company SEC ReportsExchange Act"). None , the 1935 Act, the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954, as amended (the Company SEC Reports"Atomic Energy Act") and applicable state laws and regulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Department of Energy (the "DOE") or any 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, contained in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder. (b) WPL has made available to IES and Interstate a true and complete copy of each form, report, schedule, registration statement and definitive proxy statement filed by each of WPL and WP&LC with the SEC since January 1, 1992 (as such documents have since the time of their filing been amended or supplemented, the "WPL SEC Reports") and each other filing described in Section 4.5(a). As of their respective dates, the WPL SEC Reports did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except The audited consolidated financial statements and unaudited interim financial statements of WPL and WP&LC, as set forth on Section 4.4 of the Company Disclosure Schedulecase may be, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or included in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company WPL SEC Reports or in any Section of the Company Disclosure Schedules(collectively, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.the

Reports and Financial Statements. (a) The Company has filed all forms, reports reports, statements, certifications and documents, other documents (including all Reports on Form 10-Kexhibits, Form 10-Q amendments and Form 8-K, registration statements and proxy statements supplements thereto) required to be filed by it with the Commission SEC and the Canadian Securities Administrators since January September 1, 1997 2019 (all such forms, reports, statements, certificates and other documents filed since September 1, 2019, with any amendments thereto, collectively, the "“Company Reports”), each of which, including any financial statements included therein, as finally amended prior to the date hereof, complied as to form in all material respects with the applicable requirements of Securities Laws as of the date filed with the SEC Reports")or the Canadian Securities Administrators, as applicable. None of the Company’s Subsidiaries is required to file periodic reports with the SEC or any of the Canadian Securities Administrators. None of the Company Reports contained, when filed with the SEC Reportsor the Canadian Securities Administrators, as applicable, or, if amended, as of their respective datesthe date of such amendment, contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each As of the consolidated balance sheets (including date hereof, there are no outstanding or unresolved comments in comment letters received from the related notes) included in SEC staff or the staff of any of the Canadian Securities Administrators with respect to the Company Reports. No executive officer of the Company has failed to make the certifications required of him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any Company Report filed or furnished by the Company with the SEC Reports presents fairlysince September 1, in all material respects, the 2019. (b) The consolidated historical financial position statements of the Company and its Subsidiaries as of included (or incorporated by reference) in the respective dates thereof, and the other related financial statements Company Reports (including the related notes, where applicable) included in the Company SEC Reports present fairlyfairly present, in all material respects, the results of operations the consolidated operations, comprehensive income (loss), shareholders’ equity and the changes in cash flows and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates set forth thereintherein (subject, in the case of the unaudited statements, to normal year-end audit adjustments). Such consolidated financial statements (including the related notes) complied, as of the date of filing, in all material respects, with applicable accounting requirements (and in conformity the case of financial statements after March 1, 2021, with GAAP the published rules and regulations of the SEC) and the Canadian Securities Administrators, as applicable, with respect thereto and each of such financial statements (including the related notes) was prepared in accordance with IFRS, consistently applied during the periods involved, except in each case as otherwise noted therein and subjectindicated in such statements or in the notes thereto or, in the case of the unaudited interim financial statements, subject to normal year-end audit adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 Management of the Company Disclosure Schedulehas implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeothers within those entities. (d) Except The Company has established and maintains a system of disclosure controls and procedures (as set forth on Section 4.4 such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Company Disclosure ScheduleCanadian Securities Administrators). The disclosure controls and procedures have been designed to provide reasonable assurance that (i) material information relating to the Company, neither including in respect of its Subsidiaries, is made known to the Company’s chief executive officer and its chief financial officer by others within those entities and (ii) information required to be disclosed by the Company nor any of in its Subsidiaries has guaranteed annual filings, interim filings or otherwise agreed other reports required to become responsible for any Indebtedness of any be filed or submitted by it under Canadian Securities Laws is recorded, processed, summarized and reported within the time periods prescribed by applicable Canadian Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Company in its annual filings, interim filings or other Personreports required to be filed or submitted under the Canadian Securities Laws is accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. (e) Except The Company has established and maintains a system of internal control over financial reporting (as set forth on Section 4.4 such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Company Disclosure Schedule, neither Canadian Securities Administrators) that is designed to provide reasonable assurance regarding the Company nor any Subsidiary reliability of financial reporting and the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any preparation of its Affiliatesfinancial statements in accordance with IFRS. (f) Except To the Knowledge of the Company, as and to of the extent set forth date of this Agreement (i) there are no material weaknesses in the Company SEC Reports design and implementation or in any Section maintenance of internal controls over financial reporting of the Company Disclosure Schedules, neither that are reasonably likely to adversely affect the ability of the Company nor any of its Subsidiaries has any liabilities or obligations of any natureto record, process, summarize and report financial information; and (ii) there is no fraud, whether or not accrued, contingent or otherwisematerial, that would be required by generally accepted involves management or other employees who have a significant role in the internal control over financial reporting of the Company. (g) Since September 1, 2019, the Company has not received any material written complaint, allegation, assertion or claim regarding the accounting principles to be reflected on a consolidated balance sheet or auditing practices, procedures, methodologies or methods of the Company and or its Subsidiaries (respective internal accounting controls, including the notes thereto)any credible complaint, except for liabilities allegation, assertion or obligations incurred in the ordinary course of business since September 30, 1999, claim that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholehas engaged in questionable accounting or auditing practices.

Reports and Financial Statements. (a) The Company has filed with the SEC all forms, reports registration statements, reports, schedules and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements other documents (including exhibits thereto) required to be filed with by it under the Commission Exchange Act and Securities Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, since January 1December 31, 1997 2007 (collectivelysuch forms, reports, schedules, statements and other documents, in each case, as amended, supplemented or superseded, being hereinafter referred to as the "“Company SEC Reports"”). None , and paid any fees required thereby, on a timely basis or has received a valid extension of the such time of filing and has filed such Company SEC ReportsReports prior to the expiration of any such extension. Each Company SEC Report, as including the documents incorporated by reference in each of their respective datesthem, contained at the time filed (i) contained, in all material respects, all information required to be included in it, (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each misleading and (iii) complied in all material respects with all applicable requirements of the Exchange Act and Securities Act. No executive officer of the Company 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 hereof, none of the Company SEC Reports, nor any registration statement filed under the Securities Act, is the subject of any ongoing SEC review, outstanding SEC comment or outstanding SEC investigation. (b) The audited consolidated balance sheets (including financial statements and unaudited interim financial statements of the related notes) Company included in the Company SEC Reports presents (i) have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries, (ii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iii) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, for normal year-end adjustments that are not material in amount or scope to the extent permitted by the SEC on Form 10-Q, Form 8-K or any like form under the Exchange Act), and (iv) present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of at the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and the changes in financial position of the Company and its Subsidiaries cash flow for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 The records, systems, controls, data and information of the Company Disclosure Scheduleare recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the Company exclusive ownership and its Subsidiaries have not made any misstatements direct control of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries accountants (including the notes theretoall means of access thereto and therefrom), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, any nonexclusive ownership and nondirect control that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect material adverse effect on the system of internal accounting controls described below in Section 3.7(d). (d) The Company has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) that ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), which is sufficient to provide reasonable assurances that (a) transactions are executed in accordance with management’s general or specific authorization; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and maintain accountability for assets; and (c) access to assets is permitted only in accordance with management’s general or specific authorization. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weakness in its internal control over financial reporting. Since December 31, 2009, there has been no change in the Company’s internal control over financial reporting or disclosure controls and procedures or, to the knowledge of the Company, in other factors that could significantly affect the Company’s internal controls. (e) The Company has disclosed, based on its most recent evaluation prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Board (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. As of the date of this Agreement, the Company has no knowledge of any reason that its outside auditors and its principal executive officer and principal financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, when next due. Since December 31, 2007, (i) neither the Company nor any of its Subsidiaries taken as nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a wholematerial violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Board or any committee thereof or to any director or officer of the Company.

Reports and Financial Statements. (a) The Company has filed all forms, reports previously made available to Parent (including through the SEC’s ▇▇▇▇▇ system) true and documents, including all Reports complete copies of: (a) the Company’s Annual Report on Form 10-KK filed with the SEC for each of the years ended April 30, 2003 through 2005; (b) the Company’s Quarterly Report on Form 10-Q filed with the SEC for the quarters ended July 31, 2005 and October 31, 2005; (c) each definitive proxy statement filed by the Company with the SEC since April 30, 2003; (d) all Current Reports on Form 8-KK filed by the Company with the SEC since April 30, 2003; and (e) each registration statement, prospectus and any amendments or supplements thereto filed by the Company with the SEC since April 30, 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 statements, prospectuses, amendments and proxy statements required to be filed with the Commission since January 1, 1997 supplements (individually a “Company SEC Report” and collectively, the "“Company SEC Reports"). None ”) (a) complied as to form in all material respects with the applicable requirements of the Company SEC ReportsSecurities Act, the Securities Exchange Act of 1934, as of their respective dates, contained amended (the “Exchange Act”) and the rules and regulations promulgated thereunder and (b) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the The audited consolidated balance sheets (including the related notes) financial statements and unaudited consolidated interim financial statements included in the Company SEC Reports presents fairly(including any related notes and schedules) complied as to form, as of their respective dates of filing with the SEC, in all material respects, respects with all applicable accounting requirements and the consolidated financial position published rules and regulations of the Company and its Subsidiaries as of the respective dates thereofSEC with respect thereto, and the other related financial statements (including the related notes) included were prepared in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity accordance with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein disclosed in the notes thereto, and except that unaudited statements do not contain footnotes in substance or form required by GAAP, as is permitted by Form 10-Q of the Exchange Act) and fairly presented the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statementswhere appropriate, to normal year-end adjustments). All Since December 31, 2002, the Company has timely filed all reports and other filings required to be filed by it with the SEC under the rules and regulations of the SEC. (b) Since October 31, 2005, there has not been any material change by the Company 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 the Company 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. The Company maintains a reasonable process or procedure under which management of the Company SEC Reports, as is aware of their respective dates, complied as to form or authorizes material transactions of the Company such that such transactions may be recorded on the quarterly and annual financial reports of the Company in accordance with GAAP. The Company currently conducts its business in compliance in all material respects with all laws and regulations as currently applicable to the requirements conduct of its business, including applicable provisions of the Exchange Act, the Securities ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder2002. (c) Except as set forth on Section 4.4 of the The Company Disclosure Schedulehas no material indebtedness, the Company and its Subsidiaries have not made any misstatements of fact, obligations or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness liabilities of any other Person. kind (e) Except as set forth on Section 4.4 of the Company Disclosure Schedulewhether accrued, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accruedabsolute, contingent or otherwise, that would be required by generally accepted accounting principles and whether due or to be reflected on a consolidated balance sheet become due or asserted or unasserted), and, to the Knowledge of the Company and its Subsidiaries (including Company, there is no reasonable basis for the notes thereto)assertion of any material claim or liability of any nature against the Company, except for liabilities (i) which are fully reflected in, reserved against or otherwise described in the Company’s Quarterly Report on Form 10-Q filed with the ▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) which have been incurred after the most recent Company SEC Reports in the ordinary course of business, consistent with past practice, or (iii) which are obligations incurred to perform under executory contracts in the ordinary course of business since September 30(none of which is a liability resulting from a breach of contract or warranty, 1999tort, that would not, individually infringement or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholelegal action).

Reports and Financial Statements. The Company has previously furnished or otherwise made available (by electronic filing or otherwise) to DCNA true and complete copies of: (a) The Company has filed all forms, reports and documents, including all Reports the Annual Report on Form 10-KK filed by the Company with the SEC for the fiscal year ended December 31, 1999; (b) the Quarterly Report on Form 10-Q and filed by the Company with the SEC for the quarter ended March 31, 2000; (c) each definitive proxy statement filed by the Company with the SEC since December 31, 1998; (d) each final prospectus filed by the Company with the SEC since December 31, 1998; and (e) all Current Reports on Form 8-K, registration statements and proxy statements required to be K filed by the Company with the Commission SEC since January 1, 1997 1999. As of their respective dates, such reports, proxy statements and prospectuses filed by the Company (collectivelycollectively with, and giving effect to, any amendments, supplements and exhibits thereto, the "Company SEC Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder in effect as of the date of filing, 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 Company SEC Report was amended or was superseded by a later filed Company SEC Report, none of the Company SEC Reports contained, as of the date the Company SEC Report was filed with the SEC, any untrue statement of a material fact or omitted 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 Company'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 included in the Company SEC Reports, Reports (including any related notes and schedules) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of their the dates thereof and the results of operations and cash flows for the periods or as of the dates then ended (subject, in the case of the unaudited interim financial statements, to normal recurring year-end adjustments), and in each case were prepared in accordance with 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, 1999, the Company 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 the SEC. As of the respective datesdates thereof, contained all reports of the type referred to in this Section 3.4 which the Company files with the SEC on or after the date hereof, will not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of The audited consolidated financial statements and the unaudited consolidated balance sheets interim financial statements included in such reports (including the any related notesnotes and schedules) included in the Company SEC Reports presents fairly, will fairly present in all material respects, respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries cash flows or other information included therein for the respective periods or as of the respective dates set forth thereindate then ended (subject, all in conformity the case of the interim financial statements, to normal, recurring year- end adjustments), and will be prepared in each case in accordance with GAAP consistently applied during the periods involved, involved (except as otherwise noted therein and subject, disclosed in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Purchaser has timely filed with the SEC all SEC Reports, including, all forms, reports statements, reports, certifications and documents, including all Reports on Form 10exhibits, post-K, Form 10-Q effective amendments and Form 8-K, registration statements and proxy statements supplements thereto required to be filed with by it under each of the Commission since January 1, 1997 (collectivelySecurities Act, the "Company SEC Reports"). None Exchange Act and the respective rules and regulations thereunder, all of which, as amended if applicable, complied when filed, or amended, in all material respects with all applicable requirements of the Company SEC Reports, as appropriate act and the rules and regulations thereunder. As of their respective dates, contained the SEC Reports did not contain any known untrue statement of a material fact or omitted 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 corrected by a subsequent SEC Report filed with the SEC prior to the date hereof. None of the SEC Reports or the absence of any forms, statements, reports, certifications and documents, including all exhibits, post-effective amendments and supplements thereto required to be filed with the SEC is the subject of an ongoing SEC review or investigation, other than any review or investigation initiated as a result of the transactions contemplated by this Agreement. (b) Each of the consolidated balance sheets principal executive officer of Purchaser and the principal financial officer of Purchaser (including or each former principal executive officer of Purchaser and each former principal financial officer of Purchaser as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the related notesExchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ Act, in each case, with respect to the Purchaser SEC Reports. (c) included Except as disclosed in the Company SEC Reports presents fairlyReports, Purchaser is, and has, at all times since listing on the NYSE MKT, been, in compliance in all material respectsrespects with applicable listing requirements of the NYSE MKT, and has not received any notice asserting any non-compliance with the consolidated listing requirements of the NYSE MKT. (d) The Purchaser Financial Statements were prepared in accordance with Generally Accepted Accounting Principles (except, with respect to any unaudited financial statements, as permitted by applicable SEC rules or requirements) applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of the Company and its Subsidiaries Purchaser as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries Purchaser for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the any unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder). (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Thermo Electron has filed all material forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements documents required to be filed with the Commission SEC since January 1, 1997 1997. Thermo Electron has made available to the Company complete and accurate copies, as amended or supplemented, of (collectivelya) its Annual Report on Form 10-K for the fiscal year ended January 2, 1999 as filed with the SEC, and (b) all other reports filed by Thermo Electron with the SEC under Sections 13 or 14 of the Exchange Act since January 2, 1999 (such reports are collectively referred to herein as the "Company SEC Thermo Reports"). None Since October 2, 1999, there has been no change in the business, financial condition or results of the Company SEC Reports, as operations of Thermo Electron that has resulted or is reasonably likely to result in a Material Adverse Effect on Thermo Electron. As of their respective dates, contained the Thermo Reports (i) complied in all material respects with the requirements of the Exchange Act and the applicable rules of the SEC thereunder and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The audited financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) Thermo Electron included in the Company Thermo Reports (in each case including the notes thereto) (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Reports presents fairlywith respect thereto, (ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of quarterly financial statements, as permitted by Form 10-Q under the Exchange Act), (iii) fairly present, in all material respects, the consolidated financial position condition, results of the Company operation and its Subsidiaries cash flows of Thermo Electron as of the respective dates thereofthereof and for the periods referred to therein, and (iv) are consistent with the other related financial statements (including the related notes) included books and records of Thermo Electron. There are no liabilities of Thermo Electron which are not disclosed in the Company SEC Thermo Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company 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 the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a wholeThermo Electron. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company Buyer has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Securities and Exchange Commission (the "SEC") since January November 1, 1997 1996 through the date hereof (collectively, the "Company BUYER SEC REPORTS"), and has previously furnished or made available to the Seller true and complete copies of all Buyer SEC Reports"). None of the Company Buyer SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the Company Buyer SEC Reports presents fairly, in all material respects, the consolidated financial position of the Company Buyer and its Subsidiaries subsidiaries as of the respective dates thereof, and the other related financial statements (including the related notes) included in the Company SEC Reports therein present fairly, in all material respects, the results of operations and operations, the changes in financial position shareholders equity and cash flows of the Company Buyer and its Subsidiaries subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP generally accepted accounting principles consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments and any other adjustments described therein. The Buyer has provided to the Seller true and correct copies of the Buyer's unaudited consolidated statement of operations and statement of cash flows for the nine months ended, and the Buyer's unaudited consolidated balance sheet as of, September 27, 1997 (the "BUYER UNAUDITED FINANCIAL STATEMENTS"). Such Buyer Unaudited Financial Statements present fairly in all material respects the results of operations and cash flows for the nine months ended, and the financial position of the Buyer and its subsidiaries as of, September 27, 1997, all in conformity with generally accepted accounting principles consistently applied during the period involved except as otherwise noted therein and except for the absence of footnote disclosures, and subject to normal year-end adjustments and any other adjustments described therein. All of the Company Buyer SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Securities Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports1934, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunderamended. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Company From January 1, 2018 through the date of this Agreement, Seaways has filed or furnished all forms, documents and reports with the SEC (such forms, documents and documentsreports, including all Reports on Form 10-Kexhibits, Form 10-Q supplements and Form 8-Kschedules thereto, registration statements and proxy statements the “Seaways SEC Documents”) required to be filed with or furnished prior to the Commission since January 1, 1997 (collectively, the "Company SEC Reports")date hereof by it. None of the Company SEC Reports, as As of their respective dates, or, if amended, as of the date of (and giving effect to) the last such amendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), each of the Seaways SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Seaways SEC Documents contained any untrue statement of any material fact or 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. Each No executive officer of Seaways has failed to make the certifications required of him or her under Section 302 or 906 of the consolidated balance sheets (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. None of the Company and its Subsidiaries Seaways SEC Documents is, as of the respective dates thereofdate of this Agreement and to the knowledge of Seaways, the subject of ongoing SEC review or outstanding or unresolved comments. Seaways has, prior to the date hereof, provided Diamond or its Representatives with true, correct and complete copies of all SEC comment letters received and response letters submitted and other correspondence between the other related SEC and Seaways or any Seaways Subsidiary with respect to the Seaways SEC Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and correspondence are not publicly available. (b) The consolidated financial statements (including all related notes and schedules) of Seaways and the related notes) Seaways Subsidiaries included in the Company Seaways SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of the Company and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the Company SEC Reports, as of their respective dates, Documents when filed (i) complied as to form in all material respects with the applicable accounting requirements of the Exchange Act, the Securities Act and the applicable published rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC ReportsNYSE with respect thereto in effect at the time of such filing, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notesii) included in the OCC SEC Reports presents fairly, fairly present in all material respects, respects the consolidated financial position of OCC Seaways and its Subsidiaries consolidated Subsidiaries, as of at the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the consolidated results of operations and the their operations, their consolidated incomes, their consolidated changes in financial position of OCC shareholders’ equity and its Subsidiaries their consolidated cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended (subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act audit adjustments and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entityother adjustments described therein, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), none of which would be material) in conformity with GAAP applied on a consistent basis during the periods involved (except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually as may be indicated therein or in the aggregatenotes thereto) and (iii) were prepared from, have a Material Adverse Effect on and in accordance with, the Company books and its Subsidiaries taken as a wholerecords of Seaways and the Seaways Subsidiaries.

Reports and Financial Statements. (a) The Company has Since January 1, 1998, -------------------------------- Allegiant and each Allegiant Subsidiary have filed all formsreports, registrations and statements, together with any required amendments thereto, that they were required to file with the Commission under Section 12(b), 12(g), 13(a) or 14(a) of the Exchange Act, including, but not limited to Forms 10-K, Forms 10-Q and proxy statements (the "Allegiant Reports"). Allegiant has previously furnished or will promptly furnish National City with true and complete copies of each of Allegiant's annual reports and documents, including all Reports on Form 10-K, K for the years 1998 through 2002 and its quarterly reports on Form 10-Q for the quarters ended March 31, 2003, June 30, 2003 and Form 8-KSeptember 30, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "Company SEC Reports")2003. None of the Company SEC Reports, as As of their respective dates, contained the Allegiant Reports complied in all material respects with the requirements of the Commission and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances circumstance under which they were made, not misleading. Each The audited consolidated financial statements and unaudited interim financial statements of the consolidated balance sheets (including the related notes) Allegiant included in the Company SEC Allegiant Reports presents fairly, have been prepared in all material respects, accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the consolidated notes thereto) and fairly present the financial position of Allegiant and Allegiant Subsidiaries taken as a whole as at the Company and its Subsidiaries as of the respective dates thereof, thereof and the other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the consolidated results of their operations and the changes in financial position of the Company and its Subsidiaries cash flows for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and then ended subject, in the case of the unaudited interim financial statements, to normal year-end adjustmentsand audit adjustments and any other adjustments described therein. All There exist no material liabilities of Allegiant and its consolidated subsidiaries, contingent or otherwise of a type required to be disclosed in accordance with generally accepted accounting practices, except as disclosed in the Company SEC Allegiant Reports, . Allegiant's reserve for possible loan losses as of their respective dates, complied as to form shown in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports its Quarterly Report on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any untrue statement of material fact or 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. Each of the consolidated balance sheets (including the related notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as fiscal quarter ended September 30, 2003 was adequate, within the meaning of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the Company or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company safe and its Subsidiaries taken as a wholesound banking practices.