Common use of SEC Documents and Other Reports Clause in Contracts

SEC Documents and Other Reports. The Company has timely filed with the SEC all documents (including proxy statements) required to be filed with the SEC since February 16, 2000 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents (including proxy statements) required to be filed with by it since December 31, 2004 under the SEC since February 16, 2000 Securities Act or the Exchange Act (collectively, the "“Company SEC Documents"”). The As of their respective filing dates, the Company has furnished to Acquiror a complete and correct copy of SEC Documents (including any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been information incorporated by reference therein) complied, and all documents filed by the Company with the SEC pursuant under the Securities Act or the Exchange Act. No Subsidiaries Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the Company are required to file any documents with the SEC. As of their respective datesrepresentations and warranties set forth in Sections 5.4 and 6.4, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and, at each as in effect on the respective times they were date so filed. At the time filed with the SEC, none of the Company SEC Documents contained (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, any untrue statement of a material fact or omitted omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 5.4 and 6.4, to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). (b) The Company has made available to the Buyer Parties correct and complete copies of all material written correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2004 and prior to the date hereof and will, promptly following the receipt thereof, make available to the Buyer Parties any such material correspondence sent or received after the date hereof. Except as disclosed in To the Knowledge of the Company, none of the Company SEC Documents filed is the subject of ongoing SEC review or outstanding SEC comment. (c) Neither the Company nor any of the Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and its consolidated Subsidiaries, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the SEC consolidated balance sheet of the Company and its consolidated Subsidiaries as of September 30, 2006, including the notes thereto, (ii) as incurred since September 30, 2006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any Subsidiary pursuant to, in connection with, or as a result of, the Merger and the other transactions contemplated by this Agreement, or (iv) as would not, or would not reasonably be expected to, have a Material Adverse Effect on the Company. (d) The Company has (i) 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 the consolidated Subsidiaries of the Company, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation prior to the date of this Agreement or as required by U.S. generally accepted accounting principleshereof, to the Company’s outside auditors and the audit committee of the Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, since February 16process, 2000summarize and report financial data and (B) any fraud whether or not material, that involves management or other employees who have a significant role in the Company’s or any of Subsidiary of the Company’s internal controls over financial reporting. (e) The Company has not made identified, based on its most recent evaluation, any change material weaknesses in the accounting practices design or policies applied in the preparation operation of its internal controls over financial statementsreporting.

SEC Documents and Other Reports. The Company Parent has timely filed with the SEC all documents (including proxy statements) required to be filed prior to the date hereof by it and its Subsidiaries with the SEC since February 16May 25, 2000 1997 (collectively, the "Company Parent SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective dates, or if amended as of the Company date of the last such amendment, the Parent SEC Documents complied complied, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time ("Subsequent Parent SEC Documents; provided, however, that the Subsequent Parent SEC Documents shall not include the Registration Statement") will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at and the respective times they were filed, applicable rules and regulations promulgated thereunder and none of the Company Parent SEC Documents contained contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will 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, or are to be made, not misleading. The consolidated financial statements (including, in each case, any notes theretoincluding related notes) of the Company Parent included in the Company Parent SEC Documents complied as to form fairly present in all material respects with applicable accounting requirements respects, and the published rules consolidated financial statements (including related notes) of Parent included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of Parent and regulations its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles respective periods then ended (exceptsubject, in the case of the unaudited statements, as permitted by Form 10to normal year-Q end audit adjustments and to any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder) in conformity with GAAP (except in the case of the SECunaudited statements) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesSince May 30, the Company1999, since February 16, 2000, Parent has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as may be required by GAAP.

SEC Documents and Other Reports. The Company has timely filed with ------------------------------- the SEC all documents (including proxy statements) required by the Exchange Act to be filed with by the SEC Company since February 16September 25, 2000 1996 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective --------------------- dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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 misleadingmisleading (except, to the extent that any Company SEC Documents were subsequently amended or modified by a filing prior to the date of this Agreement, such representation is given only with respect to such Company SEC Document as so amended or modified as of the date of such amendment or modification). The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects in accordance with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesGAAP, the CompanyCompany has not, since February 16December 31, 20001998, has not made any change in the accounting practices or policies applied in the preparation of its financial statements. The books and records of the Company have been, and are being, maintained in accordance with GAAP and other applicable legal and accounting requirements.

SEC Documents and Other Reports. The Company (a) Citius has timely filed with the SEC Securities and Exchange Commission ("SEC") all reports, schedules, forms, statements, prospectuses, registration statements and other documents, as such documents (including proxy statements) may be amended or supplemented, required to be filed with or furnished to the SEC by it since February 16January 1, 2000 2015 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "Company Citius SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective filing dates, or, if amended, as of the Company date of the last amendment prior to the date of this Agreement, the Citius SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable laws and, at the respective times they were filed, none of the Company Citius SEC Documents 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. Except to the extent set forth in the preceding sentence, Citius makes no representation or warranty whatsoever concerning any Citius SEC Document as of any time other than the date or period with respect to which it was filed for any filing prior to September 2014. The consolidated financial statements (including, in each case, any notes thereto) of the Company Citius included in the Company Citius SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company Citius and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein that are neither individually nor in the aggregate material in amount). Except as disclosed in the Company Citius SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesGAAP, the Company, since February 16, 2000, Citius has not made or adopted any material change in its accounting methods, practices or policies. (b) Except as disclosed in the Citius SEC Documents, each of the principal executive officer and the principal financial officer of Citius has 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 (including the rules and regulations promulgated thereunder, the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") with respect to the Citius SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Citius is in compliance in all material respects with the applicable provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Citius has made available to LMB true and complete copies of all written comment letters from the staff of the SEC relating to the Citius SEC Documents and all written responses of Citius thereto through the date of this Agreement. Except as disclosed in the Citius SEC Documents, as of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Citius SEC Documents, and none of the Citius SEC Documents is the subject of ongoing SEC review. Except as disclosed in the Citius SEC Documents, as of the date of this Agreement, to the Knowledge of Citius, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened regarding Citius, including, but not limited to, any accounting practices or policies applied of Citius. (d) Except as disclosed in the Citius SEC Documents, Citius has established and maintains a system of "internal controls over financial reporting" (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of Citius are being made only in accordance with authorizations of management and the Citius Board, and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the assets of Citius that could have a material effect on the financial statements of Citius. (e) Except as disclosed in the Citius SEC Documents, the "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) of Citius are designed to ensure that all information (both financial and non-financial) required to be disclosed by Citius in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the management of Citius as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the chief executive officer and chief financial officer of Citius required under the Exchange Act with respect to such reports. Citius has disclosed, based on its most recent evaluation of such disclosure controls and procedures prior to the date of this Agreement, to its auditors and the audit committee of the Citius Board and in Section 3.4(e) of the Citius Disclosure Schedule (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial statementsreporting that could adversely affect in any material respect ability of Citius to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Citius' internal controls over financial reporting. For purposes of this Agreement, the terms "significant deficiency" and "material weakness" shall have the meaning assigned to them in Public Company Accounting Oversight Board Auditing Standard 2, as in effect on the date of this Agreement.

SEC Documents and Other Reports. The Company has timely filed with the SEC all required documents (including proxy statements) required to be filed with the SEC since February 16January 1, 2000 1995 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete Except as set forth in Section 3.5 of the letter dated the date hereof and correct copy of any amendments or modifications, which have not yet been filed with delivered on the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed date hereof by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of to Parent, which letter relates to this Agreement and is designated therein as the Company are required to file any documents with Letter (the SEC. As "Company Letter"), as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The Except as set forth in Section 3.5 of the Company Letter, the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the CompanyCompany has not, since February 16December 31, 20001997, has not made any change in the accounting practices or policies applied in the preparation of its financial statements. Except as and to the extent set forth in Section 3.5 of the Company Letter or in the Company Annual Report, neither the Company nor any of its Subsidiaries had as of December 31, 1997 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 the consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) included in the Financial Statements that are not so reflected.

SEC Documents and Other Reports. The Company has timely filed with the SEC all required documents (including proxy statements) required to be filed with the SEC since February 16January 1, 2000 1999 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective dates, the Company SEC Documents Documents, when taken together with any amendment thereto filed prior to the date hereof, complied in all material respects with the -15- requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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, except as set forth in subsequent Company SEC Documents filed prior to the date hereof, in this Agreement or in Section 3.5 of the Company Letter. The combined consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates of filing, were prepared in accordance with accounting principles generally accepted in the United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10Regulation S-Q X of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), except as set forth in subsequent Company SEC Documents filed prior to the date hereof, in this Agreement or in Section 3.5 of the Company Letter. Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesDocuments, the CompanyCompany has not, since February 16December 31, 20002001, has not made any material change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. The Company has timely filed various reports, schedules, forms, statements and other documents (which are publicly available) with the SEC all documents pursuant to applicable federal securities Laws from January 1, 1997 to the date of this Agreement (including proxy statements) required to be filed with the SEC since February 16, 2000 (collectively, the "Company SEC Documents"). The , and the Company has furnished SEC Documents constitute all of the documents required to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with by the Company pursuant to such Laws for such period. As of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC but that are Documents complied, and all documents required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant after the Securities Act or date hereof and prior to the Exchange Act. No Subsidiaries of Effective Time (the Company are required to file any documents with the SEC. As of their respective dates, the "Subsequent Company SEC Documents complied Documents") will comply, in all material respects respects, with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, and none of the Company SEC Documents contained when filed, and the Subsequent Company SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will 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, or are to be made, not misleading. Except to the extent information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents (including any and all financial statements included therein) contains any untrue statement of a material fact or omits to state a 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 consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form when filed fairly presented, and those included in all material respects with applicable accounting requirements the Subsequent Company SEC Documents when filed will fairly present, and the published rules and regulations of Company's unaudited consolidated financial statements for the SEC with respect theretoeleven (11) month period ended November 30, were prepared in accordance with United States generally accepted accounting principles 1998 (except, the "Company Interim Balance Sheet Date") which are included in the case of Company Disclosure Schedule (the unaudited statements"Company Interim Financial Statements") fairly present, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein) and have been prepared in conformity with GAAP (except, in the case of unaudited statements, (i) as permitted by Form 10-Q of the SEC, and (ii) with respect to those for October and November 1998, as specified in Section 3.9 of the Company Disclosure Schedule) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Except as disclosed in Since December 31, 1997, the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as have been required by GAAP.

SEC Documents and Other Reports. The Company has timely filed with the SEC all ------------------------------- required documents (including proxy statements) required to be filed with the SEC since February 16October 1, 2000 1999 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective dates, the Company --------------------- SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, -------------- as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles consistently followed ("GAAP") (except, in the case of the ---- unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesGAAP, the CompanyCompany has not, since February 16October 1, 20001999, has not made any change in the accounting practices or policies applied in the preparation of its financial statements. Since October 1, 1998, the SEC has not (i) to the Knowledge of the Company, conducted any investigation of the Company, (ii) initiated any enforcement action against the Company or (iii) provided to the Company any comments on any of the Company SEC Documents, and, to the Knowledge of the Company, no such investigation, enforcement action or comments is pending or threatened.

SEC Documents and Other Reports. The Company (a) Purchaser has timely filed with the SEC all documents (including proxy statements) required to be filed with the SEC by it since February 16January 1, 2000 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant 2005 under the Securities Act or and the Exchange Act. No Subsidiaries of Act (the Company are required to file any documents with the SEC“Purchaser SEC Documents”). As of their respective datesfiling dates (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Purchaser SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), the Company Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Company Purchaser SEC Documents 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Purchaser SEC Documents. The consolidated financial statements (including, in each case, any notes thereto) of the Company Purchaser included in the Company Purchaser SEC Documents complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the condensed consolidated financial position of the Company Purchaser and its consolidated Subsidiaries as at the respective dates thereof and the condensed consolidated results of their operations and their condensed consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles. (b) Since March 31, the Company2006, since February 16, 2000, there has not made any been no change in the accounting practices Purchaser’s internal control over financial reporting or policies applied in disclosure controls and procedures that constitutes a “material weakness” or would cause the preparation of its financial statementsPurchaser to be unable to conclude that such internal control or disclosure controls and procedures are no longer effective.

SEC Documents and Other Reports. The Company has timely filed with the SEC all documents (including proxy statements) required to be filed with by it since April 25, 1996 under the SEC since February 16, 2000 Securities Act or the Exchange Act (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied comply as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the The Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has and its Subsidiaries have not made any change material misstatements of fact, or omitted to disclose any fact, to any Government Entity or in any report, document or certificate filed therewith, which misstatements or omissions, individually or in the accounting practices aggregate, could reasonably be expected to subject any material licenses or policies applied in authorizations to revocation or failure to renew, except to the preparation of its financial statementsextent that such revocation or failure to renew would not have a Material Adverse Effect on the Company or the transactions contemplated by this Agreement.

SEC Documents and Other Reports. (a) The Company has timely and the Operating Partnership have filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents (including proxy statements) required to be filed with the SEC by them since February 16January 1, 2000 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant 2004 under the Securities Act or the Exchange Act. No Subsidiaries of Act (collectively, including any amendments thereto, the Company are required to file any documents with the SEC“SEC Documents”). As of their respective filing dates, the Company SEC Documents complied (including any documents or information incorporated by reference therein) complied, and all documents filed by the Company and the Operating Partnership with the SEC under the Securities Act or the Exchange Act between the date of this Agreement and the date of Closing will comply, in each case subject to the accuracy of the representations and warranties set forth in Sections 4.08 and 5.05, in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and, at each as in effect on the respective times they were date so filed. At the time filed with the SEC, none of the Company SEC Documents contained (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 4.08 and 5.05, any untrue statement of a material fact or omitted omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 4.08 and 5.05, 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 such statements have been modified or superseded by later filings. The Except to the extent disclosed in SEC Documents, the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company Company, as the case may be, and those of its consolidated Subsidiaries Subsidiaries, the Primarily Controlled Companies, the Partially Controlled Companies, and the Additional Companies that are consolidated, as at applicable, as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in . (b) The Company has made available to the Company SEC Documents filed with Purchaser Parties correct and complete copies of all material written correspondence between the SEC SEC, on the one hand, and the Company, any of its Subsidiaries, or any Primarily Controlled Company, on the other hand, occurring since January 1, 2004 and prior to the date hereof and will promptly following the receipt thereof, make available to the Purchaser Parties any such material correspondence sent or received after the date hereof. To the Knowledge of this Agreement or as required by U.S. generally accepted accounting principles, the Company, none of the SEC Documents is the subject of ongoing SEC review or outstanding SEC comment. (c) None of the Company, its Subsidiaries, any Primarily Controlled Company, any Partially Controlled Company or any Additional Company has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) which would be required to be reflected, reserved for or disclosed in a consolidated balance sheet of the Company and those of its Subsidiaries, the Primarily Controlled Companies, the Partially Controlled Companies, and the Additional Companies that are consolidated, including the notes thereto, prepared in accordance with GAAP except (i) as reflected, reserved for or disclosed in the consolidated balance sheet of the Company and such entities as of December 31, 2006, including the notes thereto, (ii) as incurred since February 16December 31, 20002006 in the ordinary course of business consistent with past practice, (iii) as incurred or to be incurred by the Company or any such entity pursuant to, in connection with, or as a result of, the Mergers, the Portfolio Sales, the other disposition transactions the Company has been engaged in since December 31, 2006 and the other transactions contemplated by this Agreement, (iv) as would not, or would not reasonably be expected to, have a Company Material Adverse Effect, or (v) as set forth in Item 4.06(c) of the Disclosure Letter. (d) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including those of its Subsidiaries, the Primarily Controlled Companies, the Partially Controlled Companies, and the Additional Companies that are consolidated, is made known to the management of the Company, and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud whether or not material, that involves management or other employees who have a significant role in the internal controls over financial reporting of the Company, or any of its Subsidiaries or any Primarily Controlled Company. (e) Except as set forth on Item 4.06(e) of the Disclosure Letter, the Company has not made identified any change material weaknesses in the accounting practices design or policies applied in operation of internal controls over financial reporting. Each SEC Document filed since July 31, 2002, was accompanied by the preparation certification required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act except to the extent disclosed on Item 4.06(e) of the Disclosure Letter. To the Knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial statementsofficer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act when next due.

SEC Documents and Other Reports. The Company has timely filed with the SEC all required documents (including proxy statements) required to be filed with the SEC since February 16March 8, 2000 1999 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the applicable rules and regulations thereunder, and, at the respective times they were filed, none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their its operations and their its consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesGAAP, the CompanyCompany has not, since February 16March 8, 20001999, has not made any change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all documents (including proxy statements) required to be filed prior to the date hereof by it and its Subsidiaries with the SEC since February 16March 1, 2000 1996 (collectively, the "Company SEC Documents"). The As of their respective dates, or if amended, as of the date of the last such amendment, the Company has furnished to Acquiror a complete SEC Documents complied, and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are all documents required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant after the Securities Act or date hereof and prior to the Exchange Act. No Subsidiaries of Effective Time (the Company are required to file any documents with the SEC. As of their respective dates, the "Subsequent Company SEC Documents complied Documents") will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at and the respective times they were filed, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents contained when filed, and the Subsequent Company SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will 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, or are to be made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied when filed fairly presented, and included in the Subsequent Company SEC Documents will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries, as to form in all material respects with applicable accounting requirements at the respective dates thereof and the published rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods then ended (subject, in the case of the SEC with respect theretounaudited statements, were prepared to normal year-end audit adjustments) in accordance conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of ). Since April 30, 1998, the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as may be required by GAAP. All restructuring charges and expenses taken by the Company since April 30, 1998, are properly chargeable to the Company's current fiscal year and are not required by GAAP to be charged to any other accounting period.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all required documents (including proxy statements) required to be filed with the SEC since February 16April 30, 2000 1996 pursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) ), are in accordance with the books and records of the Company and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the CompanyCompany has not, since February 16December 31, 20001998, has not made any change in the accounting practices or policies applied in the preparation of its financial statements. Except as and to the extent set forth in the Company Annual Report, neither the Company nor any of its Subsidiaries had as of December 31, 1998 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 the consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) included in the Financial Statements that are not so reflected. (b) The Company has provided to Parent true and complete copies of the financial statements for its Subsidiaries described in Section 3.5 of the Company Letter (the "Project Financial Statements"). The Project Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), are in accordance with the books and records of the relevant Subsidiary, and fairly present, in all material respects, the financial position of such Subsidiary as at the respective dates thereof and the results of its operations and its cash flows for the periods then ended.

SEC Documents and Other Reports. The Company has timely filed with the SEC all required documents (including proxy statements) required to be filed with the SEC since February 16December 1, 2000 1998 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesGAAP, the CompanyCompany has not, since February 16December 1, 20001998, has not made any change in the accounting practices or policies applied in the preparation of its financial statements. Since December 1, 1998, the SEC has not (i) to the Knowledge of the Company, conducted any investigation of the Company, (ii) initiated any enforcement action against the Company or (iii) provided to the Company any comments on any of the Company SEC Documents, and, to the Knowledge of the Company, no such investigation, enforcement action or comments is pending or threatened.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, statements, schedules and other documents (including proxy statements) required to be filed with the SEC by it since February 16December 31, 2000 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant 2005 under the Securities Act or the Exchange Act. No Subsidiaries of Act (the “Company are required to file any documents with the SECSEC Documents”). As of their respective datesfiling dates (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the time filed with the SEC (or, if amended prior to the date of this Agreement, as of the respective times they were filedfiling date of such amendment), none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (if amended prior to the date of this Agreement, as amended) (the “Company Financial Statements”) complied as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). (b) The Company is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as disclosed in applicable, with respect to the Company SEC Documents filed Documents, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) The Company’s system of internal control over financial reporting is sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the SEC prior to authorization of management and (iii) regarding prevention or timely detection of the date unauthorized acquisition, use or disposition of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in ’s assets that could materially affect the accounting practices or policies applied in the preparation of its Company’s financial statements. (d) The Company’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that (i) material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports.

SEC Documents and Other Reports. The Company (a) Parent has timely filed with the SEC all documents (including proxy statements) required to be filed with the SEC since February 16, 2000 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant it under the Securities Act or the Exchange Act. No Subsidiaries of Act (the Company are required to file any documents with the SEC“Parent SEC Documents”). As of their respective filing dates, or, if amended, as of the Company date of the last amendment prior to the date of this Agreement, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company Parent SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company Parent included in the Company Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company Parent SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesGAAP, the Company, since February 16, 2000, Parent has not made or adopted any material change in its accounting methods, practices or policies. (b) Parent is in compliance in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”). (c) Parent has made available to the Company true and complete copies of all written comment letters from the staff of the SEC relating to the Parent SEC Documents and all written responses of Parent thereto through the date of this Agreement other than with respect to requests for confidential treatment. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Parent SEC Documents and none of the Parent SEC Documents (other than confidential treatment requests) is the subject of ongoing SEC review. As of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened regarding Parent, including but not limited to any accounting practices or policies applied in the preparation of its financial statementsParent.

SEC Documents and Other Reports. The Company Parent has timely filed with the SEC all ------------------------------- required documents (including proxy statements) required to be filed with the SEC since February 16December 31, 2000 1999 (collectivelyincluding, without limitation, financial statements, exhibits and schedules included or incorporated by reference therein and all other documents incorporated by reference therein, the "Company Parent SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective dates, the Company Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company Parent SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company Parent included in the Company Parent SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company Parent and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein that, in either case, have not been and will not be material in amount). Except as disclosed in the Company Parent SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, Parent has not, between December 31, 1999 and the Companydate hereof, since February 16, 2000, has not made any material change in the accounting practices or policies applied in the preparation of its any of such financial statements.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all documents (including proxy statements) required to be filed prior to the date hereof by it with the SEC Securities and Exchange Commission (the "SEC") since February 16June 30, 2000 1993 (collectively, the "Company SEC Documents"). The As of their respective dates, or if amended, as of the date of the last such amendment, the Company has furnished to Acquiror a complete SEC Documents complied, and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are all documents required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant after the Securities Act or date hereof and prior to the Exchange Act. No Subsidiaries of Closing Date (the Company are required to file any documents with the SEC. As of their respective dates, the "Subsequent Company SEC Documents complied Documents") will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at and the respective times they were filed, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents contained contained, and the Subsequent Company SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will 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, or are to be made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied (the "Financial Statements") fairly present, and those to be included in the Subsequent Company SEC Documents will fairly present, the financial position of the Company, as to form in all material respects with applicable accounting requirements at the respective dates thereof and the published rules results of its operations and regulations of its cash flows for the SEC with respect thereto, were prepared respective periods then ended all in accordance with United States generally accepted accounting principles consistently applied (except"GAAP") (subject, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal immaterial year-end audit adjustments and to any other adjustments described thereinadjustments). Except as disclosed The Company has not used any improper accounting practice for the purpose of incorrectly reflecting or not reflecting in the Financial Statements or books and records of the Company SEC Documents filed with any properties, assets, liabilities, revenues or expenses. The Financial Statements do not contain any material items of special or nonrecurring income or other income not earned in the SEC prior to the date ordinary course of this Agreement or as required by U.S. generally accepted accounting principlesbusiness. Since June 30, 1993, the Company, since February 16, 2000, Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as may be required by GAAP.

SEC Documents and Other Reports. The Company Purchaser has timely filed all required documents with the Securities and Exchange Commission ("SEC") since January 1, 2003 (the "PURCHASER SEC DOCUMENTS"). As of the respective dates such documents were filed with the SEC all documents (including proxy statements) required or, if amended or superceded by a filing prior to be filed with the SEC since February 16date of this Agreement, 2000 (collectivelythen on the date of such filing), the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective dates, the Company Purchaser SEC Documents complied in all material respects with the requirements of the Securities Act or the Securities Exchange ActAct of 1934, as amended (the "EXCHANGE ACT"), as the case may be, and, at the respective times they were filedfiled (or if amended or superceded by a filing prior to the date of this Agreement, then on the date of such filing), none of the Company Purchaser SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company Purchaser included in the Company Purchaser SEC Documents Documents, with the exception of the audited financial statements of Callisto Research Labs, LLC (formerly Callisto Pharmaceuticals, Inc.) for the years ended December 31, 2001 and 2002, included in the Current Report on Form 8-K, filed by the Purchaser on May 15, 2003, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company Purchaser and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein which will not, individually or in the aggregate, be material in amount). Except as disclosed in the Company Purchaser SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesGAAP, the CompanyPurchaser has not, since February 16September 30, 20002003, has not made any change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all documents (including proxy statements) required to be filed prior to the date hereof by it and its Subsidiaries with the SEC Securities and Exchange Commission (the "SEC") since February 16September 30, 2000 1995 (collectively, the "Company SEC Documents"). The As of their respective dates, or if amended, as of the date of the last such amendment, the Company has furnished to Acquiror a complete SEC Documents complied, and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are all documents required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant after the Securities Act or date hereof and prior to the Exchange Act. No Subsidiaries of Effective Time (the Company are required to file any documents with the SEC. As of their respective dates, the "Subsequent Company SEC Documents complied Documents") will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at and the respective times they were filed, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents contained contained, and the Subsequent Company SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will 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, or are to be made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied fairly present, and included in the Subsequent Company SEC Documents will fairly present, the consolidated financial position of the Company and its consolidated Subsidiaries, as to form in all material respects with applicable accounting requirements at the respective dates thereof and the published rules consolidated results of their operations and regulations their consolidated cash flows for the respective periods then ended (subject, in the case of the SEC with respect theretounaudited statements, were prepared to normal year-end audit adjustments and to any other adjustments described therein) in accordance conformity with United States generally accepted accounting principles ("GAAP") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of ). Since September 30, 1995, the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as may be required by GAAP.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, statements, schedules, certifications, exhibits thereto and other documents (including proxy statements) required to be filed with by them since August 15, 2005 under the SEC since February 16, 2000 Securities Act or the Exchange Act (collectively, including any amendments thereto, the "Company “SEC Documents"”). The Company has furnished to Acquiror a complete and correct copy As of any amendments or modificationstheir respective filing dates, which have not yet been filed with the SEC but that are required to be filedDocuments (including any documents incorporated by reference therein) complied, to agreements, and all documents or other instruments that previously had been filed by the Company with the SEC pursuant under the Securities Act or the Exchange Act. No Subsidiaries Act between the date of this Agreement and the date of Closing will comply, in each case, subject to the accuracy of the Company are required to file any documents with the SEC. As of their respective datesrepresentations and warranties set forth in Sections 4.08 and 5.05, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may be, and, at each as in effect on the respective times they were date so filed. At the time filed with the SEC, none of the Company SEC Documents contained (including any documents incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof will contain, in each case subject to the accuracy of the representations and warranties set forth in Sections 4.08 and 5.05, any untrue statement of a material fact or omitted omitted, or, in the case of documents filed on or after the date hereof will omit, in each case subject to the accuracy of the representations and warranties set forth in Sections 4.08 and 5.05, 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 such statements have been modified or superseded by later filings. None of the Company’s Subsidiaries or Related Entities is required, under the Exchange Act, to make periodic filings with the SEC. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a basis consistent basis during the with prior periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company Company, its Subsidiaries and its consolidated Subsidiaries as at the respective dates thereof Related Entities and the consolidated results of their operations and their consolidated cash flows at the dates and for the periods then ended indicated (subject, in the case of unaudited interim financial statements, to normal and recurring year-end audit adjustments and to the absence of certain footnote disclosures). (b) None of the Company, any other adjustments described thereinof its Subsidiaries or any Related Entity has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise). Except , except (i) as reflected, reserved for or disclosed in the Company SEC Documents filed with the SEC prior to the date consolidated balance sheet of this Agreement or as required by U.S. generally accepted accounting principles, the Company, its Subsidiaries and the Related Entities as of December 31, 2006, including the notes thereto, (ii) as incurred since February 16December 31, 20002006 in the ordinary course of business consistent with past practice, or (iii) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since December 31, 2004, none of the Company, its Subsidiaries or any Related Entity has been a party to any asset securitization transaction or “off-balance sheet arrangement” (as defined in Rule 303 of Regulation S-K promulgated under the Exchange Act). (c) The management of the Company has (i) implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company including its Subsidiaries and Related Entities, is made known to the management of the Company and (ii) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s, any of its Subsidiaries’ or any Related Entities’ internal controls over financial reporting. (d) The Company has not made identified any change material weaknesses in the accounting practices design or policies applied in operation of internal controls over financial reporting. Each SEC Document filed since August 15, 2005 was accompanied by the preparation certification required to be filed or submitted by the Company’s chief executive officer and chief financial officer pursuant to and subject to the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and, at the time of filing or submission of each such certification, such certification was, to the Knowledge of the Company, true and accurate and complied with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. To the Knowledge of the Company, there is no reason to believe that its auditors and its chief executive officer and chief financial statementsofficer 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 when next due.

SEC Documents and Other Reports. (a) The Company has timely and its Subsidiaries have filed to the date hereof all documents with the SEC all documents (including proxy statements) required to be filed with under the SEC Securities Act and Exchange Act since February 16January 1, 2000 (collectively, the "Company SEC DocumentsDOCUMENTS"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective datesdates or, if amended, as of the date of the last amendment, the Company SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The consolidated financial statements . (including, in each case, any notes theretob) Prior to the time of filing of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Company's Annual Report on Form 10-Q K for the year-ended December 31, 2002 (the "DECEMBER 31, 2002 10-K") with the SEC, (i) the Company had established and maintained disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the December 31, 2002 10-K was recorded, processed, summarized and reported, within the time periods specified in the SEC's rules, regulations and forms and accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure and (ii) the Company's Chief Executive Officer and Chief Financial Officer had (A) evaluated the effectiveness of the SEC) applied on foregoing controls and procedures as of a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC date 90 days prior to the date filing of this Agreement or as required by U.S. generally accepted accounting principlesthe December 31, 2002 10-K, (B) presented in the December 31, 2002 10-K their respective conclusions about the effectiveness of such disclosure controls and procedures and (C) disclosed to the Company, since February 16, 2000, has not made any change 's independent auditors and the audit committee of the Company's board of managers (x) all significant deficiencies in the accounting practices design or policies applied operation of the Company's internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and identified for the Company's independent auditor any material weaknesses in internal controls; and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the preparation of its financial statementsCompany's internal controls.

SEC Documents and Other Reports. The Company Buyer has timely filed with the SEC all forms, reports and documents (including proxy statements) required to be filed with the SEC by it since February 16January 1, 2000 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant 2006 under the Securities Act or the Exchange Act. No Subsidiaries of Act (the Company are required to file any documents with the SEC"Buyer SEC Documents"). As of their respective filing dates, the Company Buyer SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Company Buyer SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the Buyer’s Subsidiaries are required to file any forms, reports and/or documents with the SEC. The consolidated financial statements (including, in each case, any notes thereto) of the Company Buyer included in the Company Buyer SEC Documents complied as to form of their respective dates in all material respects with then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the condensed consolidated financial position of the Company Buyer and its consolidated Subsidiaries as at the respective dates thereof and the condensed consolidated results of their operations and their condensed consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed , all of which are of a recurring nature and none of which individually or in the Company SEC Documents filed with the SEC prior to the date of this Agreement aggregate would have a material adverse effect on Buyer or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation and of its financial statementsSubsidiaries).

SEC Documents and Other Reports. The Company has timely filed with the SEC all documents (including proxy statements) required to be filed prior to the date hereof by it and its Subsidiaries with the SEC Securities and Exchange Commission (the "SEC") since February 16November 19, 2000 1997 (collectively, the "Company SEC Documents"). The Except as set forth in Section 3.9 of the Company has furnished to Acquiror a complete Disclosure Schedule, as of their respective dates, or if amended, as of the date of the last such amendment, the Company SEC Documents complied, and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are all documents required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant after the Securities Act or date hereof and prior to the Exchange Act. No Subsidiaries of Effective Time (the "Subsequent Company are required to file any documents with SEC Documents"; provided, however, that the SEC. As of their respective dates, the Subsequent Company SEC Documents complied shall not include the Proxy Statement) will comply, in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at and the respective times they were filed, applicable rules and regulations promulgated thereunder and none of the Company SEC Documents contained contained, and the Subsequent Company SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will 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, or are to be made, not misleading. The consolidated financial statements (including, in each case, any notes theretoincluding related notes) of the Company included in the Company SEC Documents complied as to form fairly present in all material respects with applicable accounting requirements respects, and the published rules and regulations consolidated financial statements (including related notes) of the Company included in the Subsequent Company SEC with respect theretoDocuments will fairly present in all material respects, were prepared in accordance with United States generally accepted accounting principles the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (exceptsubject, in the case of the unaudited statements, to normal and recurring year-end audit adjustments which were not, and, as permitted by Form 10-Q of to the SECSubsequent Company SEC Documents, are not expected to be, material and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules and regulations promulgated thereunder) in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of ). Since December 31, 1999, the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as may be required by GAAP.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, statements, schedules and other documents (including proxy statements) required to be filed with the SEC by it since February 16September 30, 2000 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant 2005 under the Securities Act or the Exchange Act. No Subsidiaries of Act (the “Company are required to file any documents with the SECSEC Documents”). As of their respective datesfiling dates (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the time filed with the SEC (or, if amended, or superseded by another Company SEC Document, prior to the date of this Agreement, as of the respective times they were filedfiling date of such amendment or Company SEC Document), none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (if amended prior to the date of this Agreement, as amended) (the “Company Financial Statements”) complied as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). (b) The Company is in compliance in all material respects with the provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act by which the Company is required to comply. Except Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as disclosed in applicable, with respect to the Company SEC Documents filed with Documents, and the SEC prior to statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement or Agreement, “principal executive officer” and “principal financial officer” have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) The Company maintains internal control over financial reporting as required by U.S. generally accepted accounting principlesRule 13a-15 under the Exchange Act and this system of internal control over financial reporting is sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company, since February 16, 2000, has not made any change in ’s assets that could materially affect the accounting practices or policies applied in the preparation of its Company’s financial statements. (d) The Company maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and such disclosure controls and procedures are designed to ensure that (i) material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports.

SEC Documents and Other Reports. The Company has timely filed with the SEC all documents (including proxy statements) required to be filed with by it since August 31, 1995 under the SEC since February 16, 2000 Securities Act 10 15 or the Exchange Act (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective filing dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Company SEC Documents Documents, including the financial statements of the Company and the notes thereto, 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. The consolidated financial statements of the Company (including, in each case, any including the notes thereto) of the Company included in the Company SEC Documents complied comply as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects present the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein none of which were or will be material in amount or effect). Except as disclosed in the The Company SEC Documents has heretofore furnished or made available to Parent a complete and correct copy of any amendments or modifications which have not yet been filed with the SEC prior to executed agreements, documents or other instruments which previously had been filed by the Company with the SEC pursuant to the date of this Agreement Securities Act or as the Exchange Act. No Subsidiary is required by U.S. generally accepted accounting principlesto file any form, report or other document with the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation of its financial statementsSEC.

SEC Documents and Other Reports. The Company has timely filed with the SEC all documents (including proxy statements) required to be filed with by it since December 31, 2001 under the SEC since February 16, 2000 Securities Act or Exchange Act (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the Amendment Date, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement Amendment Date or as required by U.S. generally accepted accounting principlesGAAP, the CompanyCompany has not, since February 16between December 31, 20002003 and the Amendment Date, has not made or adopted any change in the its accounting methods, practices or policies applied in the preparation of its financial statementseffect on December 31, 2003.

SEC Documents and Other Reports. The Company (a) Aether has timely filed with the SEC all documents (including proxy statements) the Aether SEC Documents required to be filed with the SEC since February 16, 2000 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant it under the Securities Act or and the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective datesfiling dates (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively, and, in the case of any Aether SEC Document amended or superseded by a filing prior to the date of this Agreement, then on the date of such amending or superseding filing), the Company Aether SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed, and at the respective times they were filed, time filed with the SEC none of the Company Aether SEC Documents 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. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any of the Aether SEC Documents. The consolidated financial statements of Purchasers (including, in each case, any notes theretoif any) of the Company included in the Company Aether SEC Documents complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the condensed consolidated financial position of the Company Purchasers and its consolidated Subsidiaries their respective subsidiaries as at the respective dates thereof and the condensed consolidated results of their operations and their condensed consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). (b) Since December 31, 2005, there has been no change in Aether’s internal control over financial reporting or disclosure controls and procedures that constitutes a “material weakness” or would cause Aether to be unable to conclude that such internal control or disclosure controls and procedures are no longer effective. Except as disclosed Notwithstanding the foregoing, Aether is currently in the Company SEC Documents filed with process of incorporating the SEC prior internal controls and procedures of UCC Capital Corp. (“UCC”), which Aether acquired in June 2006, into its internal controls over financial reporting and extending its Section 404 compliance program under the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the applicable rules and regulations under such Act to the date of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation of its financial statementsinclude UCC.

SEC Documents and Other Reports. (a) The Company has timely filed all required documents with the SEC all documents Securities and Exchange Commission (including proxy statementsthe “SEC”) required to be filed with the SEC since February 16May 1, 2000 2003 (collectively, together with any exhibits and schedules thereto and other information incorporated therein, the "“Company SEC Documents"”). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective filing dates, the Company SEC Documents complied complied, and all Company SEC Documents filed subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Exchange Act, the Securities Act or of 1933, as amended (together with the Exchange rules and regulations promulgated thereunder, the “Securities Act”), and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (together with the rules and regulations promulgated thereunder, the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and, at the respective times they were filed, none of the Company SEC Documents contained did, and none of the Company SEC Documents filed subsequent to the date of this Agreement will, 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. (b) Except as set forth in Section 3.5 of the Company Letter, the Company and, to the Knowledge of the Company, each of its executive officers and directors are in compliance with, and have complied, in all material respects with (i) the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and (ii) the applicable listing and corporate governance rules and regulations of Nasdaq. (c) The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared. Such disclosure controls and procedures are effective in alerting in a timely manner the Company’s principal executive officer and principal financial officer to material information required to be included in the Company’s periodic and current reports required under the Exchange Act. (d) The Company and its Subsidiaries have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the Exchange Act) (“internal controls”). Such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). Since April 30, 2006, the Company has not disclosed to the Company’s auditors and audit committee, and the Company’s auditors and audit committee have not identified to the Company, any significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information. The Company has no Knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in internal controls. (e) There are no outstanding loans or other extensions of credit made by the Company or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. The Company has not, since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Each of the principal executive officer and principal financial officer of the Company (or each former principal executive officer and principal financial officer of the Company, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and Nasdaq, and the statements contained in any such certifications are complete and correct in all material respects. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (g) Neither the Company nor its Subsidiaries has engaged in any securitization transactions or other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated under the Securities Act) since May 1, 2003. (h) Since May 1, 2003, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor are there any proposed transactions as of the date of this Agreement, or series of similar transactions, agreements, arrangements or understandings to which the Company or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the Securities Act which have not been so disclosed. (i) The consolidated financial statements (including, in each case, any notes thereto) of the Company included or incorporated by reference in the Company SEC Documents complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, were prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed set forth in Section 3.5(i) of the Company SEC Documents filed with Letter or as required by GAAP, neither the SEC prior to Company nor any of its Subsidiaries has, between April 30, 2006 and the date of this Agreement or as required by U.S. generally accepted accounting principlesAgreement, the Company, since February 16, 2000, has not made any material change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. The Company has timely filed with the SEC all required documents (including proxy statements) required to be filed with the SEC since February 16December 31, 2000 1999 (collectivelyincluding, without limitation, financial statements, exhibits and schedules included or incorporated by reference therein and all other documents incorporated by reference therein, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries Except as set forth in Section 3.5 of the Company are required to file any documents with the SEC. As Letter, as of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The Except as set forth in Section 3.5 of the Company Letter, the consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein that, in either case, have not been and will not be material in amount). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principlesprinciples or as set forth in Section 3.5 of the Company Letter, the CompanyCompany has not, since February 16between December 31, 20001999 and the date hereof, has not made any change material change, in the accounting practices or policies applied in the preparation of its any of such financial statements.

SEC Documents and Other Reports. The Company (a) Buyer has timely filed with or furnished to the SEC all documents (including proxy statements) required to be filed with the SEC or furnished by it since February 16December 31, 2000 (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant 2001 under the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective filing or furnishing dates, the Company Buyer Filed SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, andeach as in effect on the date so filed or furnished, and at the respective times they were filedtime filed with the SEC, none of the Company Buyer Filed SEC Documents so filed 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company Buyer included in the Company Buyer Filed SEC Documents complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company Buyer and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended all in accordance with GAAP (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein that were not or are not expected to be, individually or in the aggregate, materially adverse to Buyer). (b) The financial statements of each of the deconsolidated Subsidiaries of Buyer, if any, for each of the last three fiscal years fairly present in all material respects the financial position of such deconsolidated Subsidiary of Buyer as at the dates thereof and the results of their operations and their cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, the Company, since February 16, 2000, has not made any change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. The Company has timely filed with the SEC ------------------------------- all required documents (including proxy statements) with the SEC since November 9, 1999 and Ether Sub has filed all required to be filed documents (including proxy statements) with the SEC since February 1614, 2000 1996 (collectively, the "Company SEC Documents"). The Company has furnished Ether Sub's obligations to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed file documents with the SEC but that are required to be filedterminated on June 7, to agreements2001, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries and no Subsidiary of the Company are is required to file any documents with the SEC. As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the "Securities Act"), or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company (or Ether Sub, as applicable) included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (or Ether Sub, as applicable) as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in Section 3.5 of the Company Letter, in the Company SEC Documents filed with the SEC prior to the date of this Agreement or as required by U.S. generally accepted accounting principles, neither the Company, since November 9, 1999, nor Ether Sub, since February 1614, 20001996, has not made any change in the accounting practices or policies applied in the preparation of its financial statements.

SEC Documents and Other Reports. (a) The Company has timely filed with the SEC all forms, reports, statements, schedules, certifications and other documents (including proxy statements) required to be filed with by it since December 31, 2005 under the SEC since February 16, 2000 Securities Act or the Exchange Act (collectively, the "“Company SEC Documents"”). The As of their respective filing dates, the Company has furnished to Acquiror a complete and correct copy of SEC Documents (including any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been information incorporated by reference therein) complied in all material respects, and all documents filed by the Company with the SEC pursuant under the Securities Act or the Exchange Act. No Subsidiaries Act between the date of this Agreement and the Company date of Closing (other than the Proxy Statement and the Other Filings (which are required to file any documents with the SEC. As of their respective dates, the Company SEC Documents complied addressed in Section 4.8)) will comply in all material respects (except, in the latter case, for any failure to comply due to an inaccuracy of the representations and warranties set forth in Section 5.4) with the requirements of the Securities Act or Act, the Exchange Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and, at each as in effect on the respective times they were date so filed. At the time filed with the SEC, none of the Company SEC Documents contained (including any documents or information incorporated by reference therein) contained, or, in the case of documents filed on or after the date hereof (other than the Proxy Statement and the Other Filings) will contain, any untrue statement of a material fact or omitted omitted, or, in the case of documents filed on or after the date hereof (other than the Proxy Statement and the Other Filings) will omit, (except, in the case of filings made on and after the date hereof, for any inaccuracy or omission due to an inaccuracy of the representations and warranties set forth in Section 5.4), to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents (including the related notes and schedules thereto) complied as to form of their respective dates in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were have been prepared in accordance with United States generally accepted accounting principles GAAP (except, except in the case of the unaudited statements, as permitted by Form 10-Q of under the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described thereintherein which, in the aggregate, are not material). Except as disclosed in No Subsidiary of the Company is, and other than the Subsidiaries listed on Item 4.6(a) of the Company Letter, no Subsidiary has been, required to file any form, report, statement, schedule, certification or other document with the SEC. (b) The Company has made available to Newco a complete and correct copy of any material amendments or modifications which are required to be filed with the SEC, but have not yet been filed with the SEC, to (i) agreements which previously have been filed by the Company with the SEC pursuant to the Securities Act or the Exchange Act and (ii) the Company SEC Documents filed with the SEC prior to the date hereof. The Company has made available to Newco correct and complete copies of this Agreement all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since December 31, 2005 and prior to the date hereof and will, reasonably promptly following the receipt thereof, make available to Newco any such material correspondence sent or as required by U.S. generally accepted accounting principlesreceived after the date hereof. As of the date hereof, the Company has timely responded to all comment letters and other correspondence of the staff of the SEC relating to the Company SEC Documents. As of the date hereof, to the Knowledge of the Company, since February 16, 2000, has not made any change in none of the accounting practices Company SEC Documents is the subject of ongoing SEC review or policies applied in the preparation of its financial statementsoutstanding SEC comment.

SEC Documents and Other Reports. The Company has timely filed with the SEC all documents (including proxy statements) required to be filed with by it since December 31, 2001 under the SEC since February 16, 2000 Securities Act or Exchange Act (collectively, the "Company SEC Documents"). The Company has furnished to Acquiror a complete and correct copy of any amendments or modifications, which have not yet been filed with the SEC but that are required to be filed, to agreements, documents or other instruments that previously had been filed by the Company with the SEC pursuant the Securities Act or the Exchange Act. No Subsidiaries of the Company are required to file any documents with the SEC. As of their respective filing dates, or, if amended, as of the date of the last amendment prior to the date hereof, the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and, at the respective times they were filed, none of the Company SEC Documents 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. The consolidated financial statements (including, in each case, any notes thereto) of the Company included in the Company SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries subsidiaries as at the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as disclosed in the Company SEC Documents filed with the SEC prior to the date of this Agreement hereof or as required by U.S. generally accepted accounting principlesGAAP, the CompanyCompany has not, since February 16between December 31, 20002003 and the date hereof, has not made or adopted any change in the its accounting methods, practices or policies applied in the preparation of its financial statementseffect on December 31, 2003.