Common use of SEC Documents; Undisclosed Liabilities Clause in Contracts

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2, 1996 (the "Company SEC Documents"). As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since February 2January 1, 1996 2017 (such documents, together with any documents filed with or furnished to the "SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents"”). As of its respective date, each . (b) Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents . (as defined in Section 3.08), as of the date of this Agreement, neither c) Neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichthat, individually or in the aggregate, could have had or would reasonably be expected to have a Company Material Adverse Effect. Except . (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (ii) that transactions 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’s properties or assets. (e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the Filed Company SEC Documents reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Company Disclosure Letterrules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the date Company to make the certifications required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of this Agreementthe Company Subsidiaries is a party to, there are no material agreementsor has any commitment to become a party to, arrangements any joint venture, off-balance sheet partnership or understandings any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to be disclosed avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Filed Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (g) Since January 1, 2019, none of the Company, the Company’s independent accountants, the Company Board or the audit committee of the Company Board has received any oral or written notification of any (i) “significant deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal controls over financial reporting of the Company or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting of the Company. (h) None of the Company Subsidiaries is, or has at any time since January 1, 2019 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of with the SEC all reports, schedules, forms, statements and other documents required pursuant to be filed by the Company with the SEC since February 2, 1996 (the "Company SEC Documents"). As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act since April 30, 2004 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC Documents"). As of their respective dates, the SEC Documents (other than the SEC Financial Statements) comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents (including any and did not contain all SEC Financial Statements included therein) contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company all SEC Documents filed since April 30, 2004 (the "SEC Financial Statements") comply as to form in all material respects with applicable published accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") as applied in the United States (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q QSB of the SEC) ), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal recurring year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither Neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles as applied in the United States to be set forth recognized or disclosed on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries or in the notes thereto thereto, except (i) liabilities reflected in the consolidated balance sheet of the Company as of January 31, 2007 (the "2007 Balance Sheet") and (ii) liabilities incurred since January 31, 2007 in the ordinary course of business consistent with past practice, which, individually or if in the aggregatean amount in excess of $10,000, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed are listed in the Filed Company SEC Documents or in Section 3.01(e) of the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC DocumentsSchedule.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all required reports, schedules, formsforms and registration, statements proxy and other documents required to be filed by the Company statements with the SEC since February 2January 1, 1996 2000 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). None of the Company's subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of its their respective dateeffective dates (in the case of SEC Documents that are registration statements filed pursuant to the Securities Act) and as of their respective SEC filing dates (in the case of all other SEC Documents), each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents as of such respective dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later-filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of indicated in the SECnotes thereto) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, adjustments none of which are has been or will be, individually or in the aggregate, material). . (b) The Company is in compliance in all material respects with the provisions of Section 13(b) of the Exchange Act. (c) Except as set forth in the Filed Company SEC Documents (as defined filed prior to the date hereof or in Section 3.08), as 2.5(c) of the date Company Disclosure Schedule, or for events (or series of this Agreementrelated matters) as to which the amounts involved do not exceed $60,000, neither since the filing of the Company's proxy statement dated July 22, 2002, no event has occurred that would be required to be reported as a "Certain Relationship or Related Transaction" pursuant to Item 404 of Regulation S-K promulgated by the SEC. Neither the Company nor any of its subsidiaries nor, to the Company's knowledge, any director, officer, agent, employee or other Person acting on behalf of the Company Subsidiary or any of its subsidiaries, has, in any material respect, (i) used any corporate or other funds for unlawful contributions, payments, gifts, or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. (d) Neither the Company nor any of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP whether or not required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except liabilities (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated subsidiaries or as of December 31, 2002 (the "Balance Sheet Date") (including the notes thereto) included in the notes thereto whichCompany's Report on Form 10-K for the period then ended, (ii) incurred after the Balance Sheet Date in the ordinary course of business consistent with past practice, as have not had and would not reasonably be expected to have, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed , (iii) incurred after the Balance Sheet Date in connection with negotiating this Agreement and the Filed Company SEC Documents or Transactions and a reasonable estimate of which is set forth in Section 2.5(d) of the Company Disclosure LetterSchedule, as of and (iv) incurred after the date of this Agreement, there are no material agreements, arrangements or understandings between Balance Sheet Date not in the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company ordinary course that are required to be disclosed in the Filed Company SEC Documentsaggregate, immaterial in amount.

SEC Documents; Undisclosed Liabilities. The Since June 30, -------------------------------------- 2000, the Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, forms and registration statements and other documents required to be filed by the Company with the SEC since February 2the date on which it was required to do so (collectively, 1996 (and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied as to form in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including, without limitation, any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply (the "SEC Financial Statements"), as of their respective dates, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Since June 30, as of the date of this Agreement2000, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") except (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated subsidiaries or as of June 30, 2000 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after June 30, 2000 in the notes thereto whichordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since June 30, 2000 (the "Recent SEC Documents"), or (v) as could not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure LetterIf, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2prior to the Effective Time, 1996 wasthe Company shall obtain knowledge of any facts with respect to itself, an affiliate any of its officers or directors or any of its subsidiaries that would require the supplement or amendment to any of the Company that are required foregoing documents in order to be disclosed make the statements therein, in the Filed light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company, and in the event Parent or Purchaser shall advise the Company SEC Documentsas to its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the foregoing documents, the Company shall promptly amend or supplement such document, and such amendment or supplement shall be promptly filed with the SEC, and as required by law disseminated to the stockholders of the Company.

SEC Documents; Undisclosed Liabilities. The (a) Since June 20, 2020, the Company has filed and made available to Parent true and correct copies of or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished under the Exchange Act or the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by the Company with the SEC since February 2, 1996 (the "a subsequently Filed Company SEC Documents"Document prior to the date of this Agreement, in which case as of the date of such amendment). As of its respective date, each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Filed Company SEC Documents. As of the date hereof, neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Filed Company SEC Documents and, to the Knowledge of the Company, none of the Filed Company SEC Documents is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth reflected or reserved against in the consolidated balance sheet of the Company, as of February 26, 2022, or the notes thereto, included in the Filed Company SEC Documents (as defined in Section 3.08such balance sheet and the notes thereto, the “Company Balance Sheet”), as of the date of this Agreement, neither the Company nor and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichprepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in Since February 26, 2022, neither the Company Disclosure Letternor any of the Company Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇- ▇▇▇▇▇ Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, as of 2022 to the date of this Agreement, there are no material agreements, arrangements or understandings between the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any party fraud, whether or not material, that involves management or other employees who ishave a significant role in the Company’s internal control over financial reporting, or at any time after February 2and, 1996 wasin each case, an affiliate of neither the Company that are required nor any of its Representatives has failed to be disclosed in disclose such information to the Filed Company’s auditors or the Company SEC DocumentsBoard.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since February 2, 1996 Securities and Exchange Commission (the "Company SEC") since January 1, 1995 (the "SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents except as set forth in Section 4.01(e) of the Company SEC DocumentDisclosure Schedule, and did not contain none of the SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-recurring year- end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.24 20

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2December 31, 1996 2000 (including all filed reports, schedules, forms, statements and other documents whether or not required, the "Company SEC Documents"). As of its their respective datedates of filing with the SEC, each the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such the Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth for liabilities and obligations reflected or reserved for on the most recent audited consolidated financial statements and the notes thereto included in the Filed Company SEC Documents (as defined and liabilities and obligations incurred in Section 3.08), as the ordinary course of business since the date of this Agreementthe most recent audited consolidated balance sheet included in the Company SEC Documents and except for liabilities and obligations which, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents).

SEC Documents; Undisclosed Liabilities. The (a) Since January 1, 1993, the Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, proxy, registration and other statements and other documents required to be filed by the Company with the SEC since February 2(collectively, 1996 (the "Company SEC Documents"). As of its respective datethe date of this Agreement, each Company the last SEC Document filed by the Company was the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC DocumentDocuments. As of their respective filing dates, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to October 1, 1997), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this AgreementDocuments, neither the Company nor any Company Subsidiary has any liabilities obligation or obligations liability of any nature whatsoever (whether accrueddirect or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the Filed consolidated financial statements of the Company SEC Documents or and its consolidated subsidiaries included in the Company's quarterly report on Form 10-Q for the quarter ended June 30, 1997, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company Disclosure Letterand the Subsidiaries taken as a whole. (b) At the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder except that the Company makes no representation, warranty or covenant with respect to any written information supplied by Purchaser specifically for inclusion in the Proxy Statement. (c) Each of the Interim Financial Statements delivered to Purchaser in accordance with Section 6.10 hereto fairly present the consolidated financial position of the Company and the Subsidiaries as of the date thereof and the consolidated results of this Agreementtheir operations and cash flows for the periods then ended (subject, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documentscase of unaudited statements, to normal year-end audit adjustments), in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto).

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 2003 (the "“Company SEC Documents"”). . (b) As of its respective date, each Company SEC Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent modified or corrected prior to the date hereof by a subsequently filed Company SEC Document. The consolidated financial statements (the “Company Financial Statements”) of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) presented the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except . (c) Other than as set forth disclosed in the Filed Company SEC Documents Financial Statements (as defined in Section 3.08including the notes thereto), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (i) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries liabilities or obligations incurred since March 27, 2004 in the notes thereto ordinary course of business, (ii) liabilities and obligations relating to, or incurred in connection with, the Transactions, and (iii) liabilities and obligations which, individually or in the aggregate, could reasonably be expected to would not have or result in a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 26, 1996 2002 (the "Company SEC Documents"). As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act")) or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (other than in the case of registration statements of the Company filed under the Securities Act, in light of the circumstances under which they were made, ) not misleading, except to the extent that such Company SEC Document has been modified or superseded by a later filed Company SEC Document. The consolidated financial statements of the Company included in the Company SEC Documents comply Company's (i) annual report on Form 10-K for the fiscal year ended January 25, 2003 and (ii) quarterly report on Form 10-Q for the quarterly period ended April 26, 2003, complied at the time they were filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and each fairly present presented in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth for liabilities incurred in connection with the transactions contemplated by this Agreement or in the Filed Company SEC Documents (as defined in Section 3.08), as ordinary course of business since the date of this Agreementthe most recent balance sheet included in the Company SEC Documents, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to would have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate None of the Company that are required Subsidiaries is subject to be disclosed in the Filed Company SEC Documentsinformational reporting requirements of Section 13 of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company --------------------------------------- has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2December 31, 1996 1997 (the "Company ------- SEC Documents"). As of its respective date, each Company SEC Document complied ------------- in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, -------------- and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply complied, as of the date they were filed, as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (exceptexcept as may be indicated in the notes thereto ---- and, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal normal, recurring year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or other than liabilities and obligations incurred in the aggregateordinary course of business since June 30, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents1999.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since February 2January 1, 1996 2016 (such documents, together with any documents filed with the "SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K including any amendments or supplements thereto, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents"”). As of its respective date, each . (b) Each Company SEC Document (i) at the time filed, or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the all applicable requirements of SOX and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, Document and (ii) did not at the time it was filed (or became effective in the case of registration statements) or if amended, modified or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the audited and unaudited consolidated financial statements (including the related notes and schedules thereto) of the Company included (or incorporated by reference) in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) (exceptexcept as may be indicated in the notes thereto, or, in the case of unaudited financial statements, as permitted by Form 10-Q of or 8-K, and except that the SECunaudited financial statements may not contain footnotes and are subject to normal year-end adjustments that are not expected to be material) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof their respective dates, and the consolidated income, results of their operations operations, changes in financial position and cash flows and, except in the case of the Company’s quarterly report filings with the SEC on Form 10-Q, stockholders’ equity, for the periods then ended shown (subject, in the case of the unaudited financial statements, as permitted by Form 10-Q to the absence of footnote disclosure and to normal year-end audit adjustments, none ). (c) The forecasted projections of which are material). Except as set forth in the Filed Company SEC Documents (as defined included in Section 3.08)4.06(c) of the Company Disclosure Letter is the most recent financial information made available, as of the date of this Agreement, neither to the Chief Executive Officer of the Company nor with respect to the consolidated income, consolidated cash balance and consolidated debt balance of the Company and its consolidated subsidiaries as of, and for the period ending, December 31, 2017 and, to the Knowledge of the Company, was prepared from the books and records of the Company; provided, however, the Company makes no other representation as to the accuracy or completeness of the forecasted projections of the Company included in Section 4.06(c) of the Company Disclosure Letter. (d) Except (i) as reflected or reserved against in the Company’s consolidated balance sheet as of December 31, 2016 (or the notes thereto) included in the Company SEC Documents (the “Company Balance Sheet”), (ii) for contractual liabilities and contractual obligations incurred in connection with this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business consistent with past practice since December 31, 2016 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business consistent with past practice, none of the Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). There are no (A) required by GAAP to be set forth on a consolidated balance sheet unconsolidated Subsidiaries of the Company and its consolidated subsidiaries or except as set forth in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in Section 4.06(d) of the Company Disclosure Letter, as or (B) off-balance sheet arrangements to which the Company or any of the date Company Subsidiaries is a party of this Agreement, there are no material agreements, arrangements any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the Company SEC Documents or understandings between any obligations of the Company or any of the Company Subsidiaries to enter into any such arrangements. (e) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act, Sections 302 and 906 of SOX and the NYSE, and the statements contained in any party who issuch certifications are true, correct and complete. (f) Since January 1, 2016, the Company has established and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or at timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets. To the Knowledge of the Company, since January 1, 2016, neither the Company nor the Company’s independent registered accountant has identified or been aware of, and the Company has disclosed based on its most recent evaluation of internal controls prior to the date hereof to its auditors and audit committee, (i) any time after February 2, 1996 was, an affiliate “significant deficiencies” or “material weaknesses” (both terms as defined by the Public Company Accounting Oversight Board Interim Standard AU 325 parts 2 and 3) in the design or operation of internal controls over financial reporting utilized by the Company that are reasonably likely to adversely affect in any material respect the Company’s ability 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 the Company’s internal controls over financial reporting. (g) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information (both financial and non-financial) required to be disclosed by the Company in the Filed 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 required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company SEC Documentsto make the certifications required under the Exchange Act with respect to such reports. (h) None of the Company Subsidiaries are, or have at any time since January 1, 2016 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company (a) Opco has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company Opco with the SEC since February 2December 31, 1996 2002 pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "Company “Exchange Act”) (the “Aqua SEC Documents"”). . (b) As of its respective date, each Company Aqua SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Aqua SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Aqua SEC Document has been revised or superseded by a later filed Aqua SEC Document, none of the Aqua SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Aqua included in the Company Aqua SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company Opco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth in the Filed Company SEC Documents (as defined financial statements filed with the 2004 10-K or incurred in Section 3.08)the ordinary course since December 31, 2004, as of the date of this Agreement, Agreement neither the Company Aqua nor any Company Aqua Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichthat, individually or in the aggregate, could reasonably be expected to have a Company an Aqua Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as . (d) None of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who Aqua Subsidiaries (other than Opco) is, or has at any time after February 2been, 1996 was, an affiliate subject to the reporting requirements of Sections 13(a) and 15(d) of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. The Since January 1, 1995, the Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company (including exhibits and all other information incorporated therein) with the SEC since February 2, 1996 (the "Company SEC Documents"). As of its their respective datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain no Company SEC Document when filed (as amended and restated and as supplemented by subsequently filed Company SEC Documents) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except (i) as set forth reflected in such financial statements or in the Filed Company SEC Documents notes thereto or (as defined ii) for liabilities incurred in Section 3.08), as of connection with this Agreement or the date of this Agreementtransactions contemplated hereby, neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to would have a Company Material Adverse Effect. Except as disclosed in material adverse effect on the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC DocumentsCompany.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since February 2January 1, 1996 2006 (such documents, together with any documents filed with the "SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement/Prospectus, as supplemented and amended since the time of filing, being collectively referred to as the “Company SEC Documents"”). As of its respective date, each . (b) Each Company SEC Document (i) at the time filed (and if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied as to form in all material respects with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing, or in the case of registration statements and proxy statements, then on the dates of effectiveness and the dates of mailing, respectively) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed (and if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have has been prepared in accordance with applicable generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECSEC or otherwise by applicable Law) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in accordance with applicable requirements of GAAP all material respects (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SECSEC or otherwise by applicable Law) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates date thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents . (as defined in Section 3.08), as of the date of this Agreement, neither c) Neither the Company nor any Company Subsidiary has any material liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) , that would be required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries (or in the notes thereto whichthereto), individually other than those liabilities or obligations (i) incurred after December 31, 2007 in the aggregateordinary course of business consistent with prior practice and not prohibited by this Agreement, could reasonably be expected to (ii) permitted or contemplated by this Agreement or (iii) that have a Company Material Adverse Effect. Except as disclosed been discharged or paid in full in the Filed ordinary course of business. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable), or persons performing similar functions, has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents Documents, and the statements contained in such certifications adhere to the requirements of SOX. None of the Company or any of the Company Subsidiaries or Affiliates has outstanding, or has arranged since the effectiveness of Section 402 of SOX any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. To the Knowledge of the Company, the Company’s outside auditors and its principal executive officer and principal financial officer will be able to give, without qualification, the certifications and attestations required pursuant to SOX when next due. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, together with the other reasonable assurances included in the above-referenced definition. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) utilized by the Company Disclosure Letterare reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information required to be disclosed is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to enable the principal executive officer and principal financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) Neither the Company nor any of the Company Subsidiaries or Affiliates is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries or Affiliates, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents. (h) Since January 1, 2006, the Company has not received any oral or written notification of any (x) “significant deficiency” or (y) “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by the Company, as certified by the Company’s independent accountants. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Exchange Act Rule 12b-2, as in effect on the date of this Agreement. (i) Since January 1, there are no material agreements2006, arrangements or understandings between (i) neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries, has received any material written (or, to the Knowledge of the Company, oral) complaint, allegation, assertion or claim, alleging that the Company or any of its Subsidiaries has engaged in illegal accounting or auditing practices and (ii) no attorney representing the Company or any party who of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries or their respective officers, directors, employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (j) The Company has no unresolved comments from the staff of the SEC relating to the Company’s filings with the SEC. (k) None of the Company Subsidiaries is, or has at any time after February 2since January 1, 1996 was2006 been, an affiliate individually subject to the reporting requirements of Sections 13(a) and 15(d) of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed and made available to Parent true and correct copies of all certificates, reports, schedules, forms, statements and other documents (including any amendments, exhibits, schedules and other information incorporated therein) required to be furnished or filed by the Company with the SEC since February 2January 1, 1996 2013 (such documents, together with any documents furnished or filed with the "SEC during such period by the Company, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents"”). As of its respective datethe date of this Agreement, each there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (b) Each Company SEC Document (i) at the time filed, complied or, if not yet filed, will comply in all material respects with the requirements of SOX and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain or, if not yet filed, will not contain, any untrue statement of a material fact or not omit or, if not yet filed, will not omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents complied or, if not yet filed, will comply at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared or, if not yet filed, will be prepared, in accordance with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes theretothereto or (ii) as permitted by Regulation S-X) and fairly present in accordance with applicable requirements of GAAP (exceptpresented or, if not yet filed, will fairly present, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and changes in equity for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments not material in amount). (c) Except (i) as reflected or reserved against in the Company’s consolidated unaudited balance sheet as of September 30, none of which are material). Except as set forth 2014 (or the notes thereto) included in the Filed Company SEC Documents Documents, (as defined ii) for liabilities and obligations incurred in Section 3.08), as of the date of connection with or expressly contemplated by this Agreement, neither (iii) for liabilities and obligations that have been incurred in the ordinary course of business since September 30, 2014 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, none of the Company nor or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which), that individually or in the aggregate, could reasonably be expected to have had a Company Material Adverse Effect. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. Except None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions 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’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information (both financial and non-financial) required to be disclosed by the Company in the Filed 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 required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) None of the Company or any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents or in Documents. (h) The Company has disclosed, based on the Company Disclosure Letter, as most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, there are no material agreements, arrangements or understandings between to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information in any party material respect and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. (i) None of the Company Subsidiaries is, or has at any time after February 2since January 1, 1996 was2013 been, an affiliate subject to the reporting requirements of Section 13(a) or 15(d) of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. The Company (i) L▇▇▇▇ has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since February 2January 1, 1996 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the "Company “SEC Documents"Reports”). . (ii) As of its respective filing date, each Company SEC Document Report complied in all material respects with the requirements of the Securities Exchange Act or the Securities Act of 19331934, as amended (the "Securities “Exchange Act"), as the case may be, ”) and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company L▇▇▇▇ included in the Company SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries L▇▇▇▇ as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (iii) Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Reports, as of the date of this Agreement, neither the Company nor any Company Subsidiary L▇▇▇▇ has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries L▇▇▇▇ or in the notes thereto which, individually thereto. There are no financial or in the aggregate, could reasonably be expected contractual obligations and liabilities (including any obligations to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents issue capital stock or in the Company Disclosure Letter, as of other securities) due after the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documentshereof.

SEC Documents; Undisclosed Liabilities. The Company has and the Company Subsidiaries have filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company or any Company Subsidiary with the SEC since February 2January 1, 1996 1998 (the "Company SEC Documents"). As of its respective date, each Each Company SEC Document complied in all material respects as of its respective date with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did except to the extent that information contained in any Company SEC Document has been revised or superseded by a later filed Company SEC Document, does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of ) or the Company Disclosure Letter or incurred after the date hereof in the usual, regular and ordinary course of business in substantially the same manner as previously conducted and not prohibited by this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichand that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2December 31, 1996 2002 pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the "“Exchange Act”) (the “Company SEC Documents"”). . (b) As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that 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 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth in the Filed Company SEC Documents (as defined financial statements filed with the 2004 10-K or incurred in Section 3.08)the ordinary course since December 31, 2004, as of the date of this Agreement, Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichthat, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in . (d) None of the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who Subsidiaries is, or has at any time after February 2been, 1996 was, an affiliate subject to the reporting requirements of Sections 13(a) and 15(d) of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since February 2January 1, 1996 2018 (such documents, together with any documents filed with the "SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, but excluding the Proxy Statement and the Schedule 13E-3, being collectively referred to as the “Company SEC Documents"”). As True, correct, and complete copies of its respective dateall Company SEC Documents are publicly available in the Electronic Data Gathering, each Analysis, and Retrieval database of the SEC (“▇▇▇▇▇”). (b) Each Company SEC Document (i) at the time filed or, if amended or supplemented, as of the date of the most recent amendment or supplement thereto (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the any applicable requirements of SOX and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, Document and (ii) did not at the time it was filed (or became effective in the case of registration statements or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustmentsadjustments solely to the extent the effect of such adjustments could not, none of which are individually or in the aggregate, be material). Except as set forth in To the Filed Company SEC Documents (as defined in Section 3.08)Knowledge of the Company, as of the date of this Agreement, neither none of the Company nor SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company Subsidiary has any liabilities SEC Documents. (c) Except (i) as reflected or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a reserved against in the Company’s consolidated balance sheet as of June 30, 2020 (or the notes thereto) included in the Company SEC Documents, (ii) for Liabilities and its consolidated subsidiaries or obligations incurred in connection with the transactions contemplated by this Agreement, (iii) for Liabilities and obligations that have been incurred in the notes thereto whichordinary course of business since June 30, 2020, and (iv) for other Liabilities and obligations that individually or in the aggregate, could aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect, none of the Company or any Company Subsidiary has any Liabilities which would be required to be recorded or reflected on a balance sheet, or in the footnotes thereto, under GAAP. (d) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company and Company Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board; and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the assets of the Company and the Company Subsidiaries. No material weakness exists with respect to the Company’s system of internal control over financial reporting that would be required to be disclosed by the Company pursuant to Item 308(a)(3) of Regulation S-K promulgated by the SEC. (e) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. Neither the Company nor the Company’s independent registered public accounting firm has identified or been made aware of: (i) any “significant deficiency” or “material weakness” (each as defined in Rule 12b-2 of the Exchange Act) in the system of internal control over financial reporting utilized by the Company and the Company Subsidiaries that has not been subsequently remediated, or (ii) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and the Company Subsidiaries. (f) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act). (g) Except as disclosed set forth in the Filed Company SEC Documents or in Section 3.06(g) of the Company Disclosure Letter, as each of the date principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate in all material respects. For purposes of this Agreement, there are no material agreements“principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. The Company is also in compliance with all of the other applicable provisions of SOX and the applicable listing and corporate governance rules of Nasdaq, arrangements except for any non-compliance that, individually or understandings between in the aggregate, has not had, and could not reasonably be expected to have, a Company Material Adverse Effect. (h) Since January 1, 2018, none of the Company or any Company Subsidiary nor any director or officer of the Company or any Company Subsidiary has received any material written complaint, allegation, assertion, or claim regarding the financial accounting, internal accounting controls, or auditing practices, procedures, methodologies, or methods of the Company or any Company Subsidiary or any material written complaint, allegation, assertion, or claim from employees of the Company or any Company Subsidiary regarding questionable financial accounting or auditing matters with respect to the Company or any Company Subsidiary, and (ii) no attorney representing the Company or any party who Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported credible evidence of any material violation of securities Laws, breach of fiduciary duty, or similar material violating by the Company, any Company Subsidiary, or any of their respective officers, directors, employees, or agents to the Company Board or any committee thereof, or to the chief executive officer, chief financial officer, or general counsel of the Company. (i) None of the Company Subsidiaries is, or has at any time after February 2since January 1, 1996 was2018 been, an affiliate subject to the reporting requirements of Section 13(a) or 15(d) of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. The (a) Since September 30, 1998, the Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, proxy, registration and other statements and other documents required to be filed by the Company with the SEC since February 2(collectively, 1996 (the "Company SEC Documents"). As of its respective datethe date of this Agreement, each Company the last SEC Document filed by the Company was its Quarterly Report on Form 10-Q for the quarter ended December 31, 1999. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC DocumentDocuments. As of their respective filing dates, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Dates, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to January 1, 2000), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this AgreementDocuments, neither the Company nor any Company Subsidiary has any liabilities obligation or obligations liability of any nature whatsoever (whether accrueddirect or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the Filed consolidated financial statements of the Company SEC Documents or and its consolidated subsidiaries included in the Company Disclosure LetterCompany's quarterly report on Form 10-Q for the quarter ended December 31, as of 1999, or incurred since the date of this Agreement, there the balance sheet included in such financial statements in the ordinary course of business which are no not individually or collectively material agreements, arrangements or understandings between to the Company and any party who is, the Subsidiaries taken as a whole. (b) At the date the Proxy Statement is first mailed to the Company's stockholders or at any the time after February 2, 1996 was, an affiliate of the Company that are Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be disclosed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder except that the Company makes no representation, warranty or covenant with respect to any written information supplied by the Purchasers specifically for inclusion in the Filed Company SEC DocumentsProxy Statement.

SEC Documents; Undisclosed Liabilities. The Company (a) Since December 31, 2017, Parent has filed and made available to Parent true and correct copies of or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Parent SEC Document prior to the Company with date of this Agreement, in which case as of the SEC since February 2, 1996 (the "Company SEC Documents"date of such amendment). As of its respective date, each Company Filed Parent SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Parent included in the Company Filed Parent SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth reflected or reserved against in the consolidated balance sheet of Parent, as of December 31, 2018, or the notes thereto, included in the Filed Company Parent SEC Documents (as defined in Section 3.08such balance sheet and the notes thereto, the “Parent Balance Sheet”), as of Parent and the date of this Agreement, neither the Company nor Parent Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Parent Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Company and its consolidated subsidiaries Parent or in the notes thereto whichprepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, could reasonably be expected to have a Company Parent Material Adverse Effect. (d) Parent has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. Except as disclosed in From the Filed Company SEC Documents or in date of the Company Disclosure Letterfiling of Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, as of 2018 to the date of this Agreement, there Parent’s auditors and the Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are no reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (e) The Filed Parent SEC Documents accurately summarize, in all material agreementsrespects, arrangements or understandings between the Company outstanding Derivative Transaction positions of Parent and any party who isthe Parent Subsidiaries, or at any time after February 2including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of Parent and the Parent Subsidiaries, 1996 was, an affiliate as of the Company that are required to be disclosed in the Filed Company SEC Documentsdates reflected therein.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2, 1996 (the "Company SEC Documents"). As of its respective datethe date of this Agreement, each there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents. (b) Each Company SEC Document (i) at the time filed, complied or, if not yet filed, will comply in all material respects with the requirements of SOX and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain or, if not yet filed, will not contain, any untrue statement of a material fact or not omit or, if not yet filed, will not omit, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents complied or, if not yet filed, will comply at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared or, if not yet filed, will be prepared, in accordance with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes theretothereto or (ii) as permitted by Regulation S-X) and fairly present in accordance with applicable requirements of GAAP (exceptpresented or, if not yet filed, will fairly present, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and operations, cash flows and changes in equity for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustmentsadjustments not material in amount). (c) Except (i) as reflected or reserved against in the Company’s consolidated unaudited balance sheet as of September 30, none of which are material). Except as set forth 2014 (or the notes thereto) included in the Filed Company SEC Documents Documents, (as defined ii) for liabilities and obligations incurred in Section 3.08), as of the date of connection with or expressly contemplated by this Agreement, neither (iii) for liabilities and obligations that have been incurred in the ordinary course of business since September 30, 2014 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, none of the Company nor or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which), that individually or in the aggregate, could reasonably be expected to have had a Company Material Adverse Effect. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. Except None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions 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’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information (both financial and non-financial) required to be disclosed by the Company in the Filed 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 required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports. (g) The Company is not a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents or in Documents. (h) The Company has disclosed, based on the Company Disclosure Letter, as most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, there are no material agreements, arrangements or understandings between to the Company Company’s auditors and any party who is, or at any time after February 2, 1996 was, an affiliate the audit committee of the Company that are required to be disclosed Board (i) all significant deficiencies and material weaknesses in the Filed Company SEC Documentsdesign or operation of internal controls over financial reporting which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information in any material respect and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

SEC Documents; Undisclosed Liabilities. The Company Since January 1, 1995, Parent has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company (including exhibits and all other information incorporated therein) with the SEC since February 2, 1996 (the "Company Parent SEC Documents"). As of its their respective datedates, each Company the Parent SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Parent SEC DocumentDocuments, and did not contain none of the Parent SEC Documents when filed (as amended and restated and as supplemented by subsequently filed Parent SEC Documents) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company Parent included in the Company Parent SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except (i) as set forth reflected in such financial statements or in the Filed Company SEC Documents notes thereto or (as defined ii) for liabilities incurred in Section 3.08), as of connection with this Agreement or the date of this Agreementtransactions contemplated hereby, neither the Company Parent nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to would have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documentsadverse effect on Parent.

SEC Documents; Undisclosed Liabilities. The (a) Since September 30, 1998, the Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, proxy, registration and other statements and other documents required to be filed by the Company with the SEC since February 2(collectively, 1996 (the "Company SEC Documents"). As of its respective datethe date of this Agreement, each Company the last SEC Document filed by the Company was its Quarterly Report on Form 10-Q for the quarter ended December 31, 1999. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC DocumentDocuments. As of their respective filing dates, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to January 1, 2000), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this AgreementDocuments, neither the Company nor any Company Subsidiary has any liabilities obligation or obligations liability of any nature whatsoever (whether accrueddirect or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the Filed consolidated financial statements of the Company SEC Documents or and its consolidated subsidiaries included in the Company Disclosure LetterCompany's quarterly report on Form 10-Q for the quarter ended December 31, as of 1999, or incurred since the date of this Agreement, there the balance sheet included in such financial statements in the ordinary course of business which are no not individually or collectively material agreements, arrangements or understandings between to the Company and any party who is, the Subsidiaries taken as a whole. (b) At the date the Proxy Statement is first mailed to the Company's stockholders or at any the time after February 2, 1996 was, an affiliate of the Company that are Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be disclosed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder except that the Company makes no representation, warranty or covenant with respect to any written information supplied by the Purchasers specifically for inclusion in the Filed Company SEC DocumentsProxy Statement.

SEC Documents; Undisclosed Liabilities. The Company (a) Marathon has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents (including exhibits and amendments thereto) required to be filed by the Company Marathon with the SEC since February 2January 1, 1996 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the "Company Marathon SEC Documents"). . (b) As of its respective date, each Company Marathon SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Marathon SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Marathon SEC Document has been revised or superseded by a later filed Marathon SEC Document, none of the Marathon SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Marathon included in the Company Marathon SEC Documents comply as to form in all material respects with applicable accounting requirements requirements, and the published rules and regulations of the SEC SEC, with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and on that basis fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company Marathon and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth disclosed in the Filed Company Marathon SEC Documents (as defined in Section 3.08)Documents, as of the date of this Agreement, Agreement neither the Company Marathon nor any Company Marathon Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) required by GAAP to be set forth on a consolidated balance sheet of the Company Marathon and its consolidated subsidiaries or disclosed in the notes thereto whichand that, individually or in the aggregate, could would reasonably be expected to have a Company Marathon Material Adverse Effect. Except . (d) Notwithstanding anything to the contrary contained in this Section 7.06, the Marathon Parties do not make any representation or warranty as disclosed to the financial statements, financial position, results of operations or cash flows of MAP, as to any other statement, omission or information relating to MAP included or incorporated by reference in the Filed Company Marathon SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who isDocuments, or at any time after February 2as to the business, 1996 wasassets, an affiliate liabilities, condition (financial or otherwise), operations or prospects of the Company that are required to be disclosed in the Filed Company SEC DocumentsMAP.

SEC Documents; Undisclosed Liabilities. The (a) Since December 31, 2017, the Company has filed and made available to Parent true and correct copies of or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by the Company with the SEC since February 2, 1996 (the "a subsequently Filed Company SEC Documents"Document prior to the date of this Agreement, in which case as of the date of such amendment). As of its respective date, each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles in the United States ("“GAAP"”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth reflected or reserved against in the consolidated balance sheet of the Company, as of December 31, 2018, or the notes thereto, included in the Filed Company SEC Documents (as defined in Section 3.08such balance sheet and the notes thereto, the “Company Balance Sheet”), as of the date of this Agreement, neither the Company nor and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Company Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichprepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. Except as disclosed in From the Filed Company SEC Documents or in date of the Company Disclosure Letterfiling of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, as of 2018 to the date of this Agreement, there the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are no reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. (e) The Filed Company SEC Documents accurately summarize, in all material agreementsrespects, arrangements or understandings between the outstanding Derivative Transaction positions of the Company and any party who isthe Company Subsidiaries, or at any time after February 2, 1996 was, an affiliate including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of the Company that are required to be disclosed in and the Filed Company SEC DocumentsSubsidiaries, as of the dates reflected therein.

SEC Documents; Undisclosed Liabilities. The Company --------------------------------------- has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1996, pursuant to Sections 13(a) and 15(d) of the Exchange Act (the "Company SEC Documents"). As --------------------- of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and -------------- regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "1997 Company 10-K"), has been revised or superseded by a Company SEC Document ------------------ filed prior to the date of this Agreement, and except as disclosed in the Company Disclosure Letter, as of the date of this Agreement, the 1997 Company 10-K does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of ---- unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Documents, as of the date of this Agreement, Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichand that, individually or in the aggregate, could would reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in None of the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who Subsidiaries is, or has at any time after February 2since January 1, 1996 was1996, an affiliate been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. The Company (a) Marathon has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents (including exhibits and amendments thereto) required to be filed by the Company Marathon with the SEC since February 2January 1, 1996 2004 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the "Company “Marathon SEC Documents"”). . (b) As of its respective date, each Company Marathon SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Marathon SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Marathon SEC Document has been revised or superseded by a later filed Marathon SEC Document, none of the Marathon SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Marathon included in the Company Marathon SEC Documents comply as to form in all material respects with applicable accounting requirements requirements, and the published rules and regulations of the SEC SEC, with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and on that basis fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company Marathon and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth disclosed in the Filed Company Marathon SEC Documents (as defined in Section 3.08)Documents, as of the date of this Agreement, Agreement neither the Company Marathon nor any Company Marathon Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent liquidated, unliquidated, fixed, contingent, disputed, undisputed, legal or otherwiseequitable) required by GAAP to be set forth on a consolidated balance sheet of the Company Marathon and its consolidated subsidiaries or disclosed in the notes thereto whichand that, individually or in the aggregate, could would reasonably be expected to have a Company Marathon Material Adverse Effect. Except . (d) Notwithstanding anything to the contrary contained in this Section 7.06, the Marathon Parties do not make any representation or warranty as disclosed to the financial statements, financial position, results of operations or cash flows of MAP, as to any other statement, omission or information relating to MAP included or incorporated by reference in the Filed Company Marathon SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who isDocuments, or at any time after February 2as to the business, 1996 wasassets, an affiliate liabilities, condition (financial or otherwise), operations or prospects of the Company that are required to be disclosed in the Filed Company SEC DocumentsMAP.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 2005 (the "“Company SEC Documents"”). . (b) As of its respective date, and except to the extent revised or superseded by a later filed Company SEC Document, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (exceptpresent, in the case of unaudited statementsall material respects, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). The unaudited consolidated statements of the Company on Form 10-Q included in the Company SEC Documents comply in all material respects with the requirements of Regulation S-X of the SEC and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and its consolidated results of operations and cash flows for the periods then ended. (c) Except as set forth in the Filed Company SEC Documents (as defined Documents, and except for liabilities incurred in Section 3.08)the ordinary course of business since September 30, 2006 that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect, as of the date of this Agreement, Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichthereto. (d) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, individually as applicable) has made all applicable certifications required by Rule 13a-14 or in 15d-14 under the aggregateExchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (including the rules and regulations promulgated thereunder, could reasonably be expected “SOX”) with respect to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents and the statements contained in such certifications are complete and accurate. For purposes of this Agreement, “principal executive officer” and “principal financial officer” have the meanings ascribed to such terms in SOX. Neither the Company nor any Company Subsidiary has outstanding, or has since the effective date of Section 402 of SOX arranged any outstanding, “extensions of credit” to or for directors or executive officers of the Company in violation of Section 402 of SOX. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance to the Company and the Company Board (A) that transactions of the Company and the Company Subsidiaries are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (B) that receipts and expenditures of the Company and the Company Subsidiaries are made only in accordance with the authorizations of management and the Company Board and (C) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (f) The Company has not received any written notification from its outside auditors of any (A) “significant deficiency” or (B) “material weakness” in the Company’s internal controls over financial reporting since January 1, 2006. To the knowledge of the Company, there is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Auditing Standard No. 2 of the Public Company Disclosure LetterAccounting Oversight Board, as in effect on the date hereof. (g) There is no applicable accounting rule, consensus or pronouncement that, as of the date of this Agreement, there are no material agreementshas been adopted by the SEC, arrangements the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or understandings between the Emerging Issues Task Force that is not in effect as of the date of this Agreement but that, if implemented, is reasonably likely to have a Company Material Adverse Effect (excluding for purposes of this Section 3.07(g) and the application of Sections 7.02(a) and 8.01(c) hereto, clauses (E) and (I) of the definition of “Company Material Adverse Effect”). (h) None of the Company and any party who Subsidiaries is, or has at any time after February 2since January 1, 1996 was2005 been, an affiliate subject to the reporting requirements of Sections 13(a) and 15(d) of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements forms and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1995 (the "Company SEC Documents"). As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments. To the Company s Knowledge, and did not contain none of the Company SEC Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. , except to the extent that such statements have been modified or superseded by a later filed Company SEC Document. (b) The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved indicated (except as may be indicated in the notes theretofiled as a part thereof) and fairly present in accordance with applicable requirements of GAAP (exceptpresent, in the case of unaudited statementsall material respects, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the respective periods then ended indicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this AgreementDocuments, neither the Company nor any other Acquired Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) Liabilities required by GAAP to be set forth on a consolidated balance sheet of the Company and its the consolidated subsidiaries other Acquired Companies or in the notes thereto whichfiled as a part thereof (other than policyholder benefits payable in the ordinary course of business and consistent with past practice) against, individually relating to, or affecting any Acquired Company as of June 30, 1997 exceeding $1 million in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as None of the date Acquired Companies (other than the Company) is independently subject to the informational reporting requirements of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate Section 13 of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. The Except as set forth in Item 3.6 of the Company Disclosure Schedule, the Company has filed and made available with the SEC since January 1, 1997 or, with respect to Parent true and correct copies of the Offer, will file with the SEC all required registration statements, reports, schedules, forms, statements, proxy or information statements and other documents required to be filed by the Company with the SEC since February 2, 1996 (including exhibits and all other information incorporated therein) (the "Company SEC Documents"). As of its their respective datedates, each the Company SEC Document Documents complied or, with respect to those not yet filed, will comply in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable and, except to such the extent that information contained in any Company SEC Document has been revised and superseded by a later filed Company SEC Document, and did not or, with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments, none of which are material). Except as set forth for liabilities (i) reflected in such financial statements or in the Filed notes thereto, (ii) incurred in the ordinary course of business consistent with past practice since the date of the most recent audited financial statements included in the Company SEC Documents filed and publicly available prior to the date of this Agreement (as defined in Section 3.08), as of amended to the date of this Agreement, neither the "Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.Filed

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of -------------------------------------- all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1994, (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Since November 30, as of the date of this Agreement1996, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP except (i) as and to be the extent set forth on a consolidated the audited balance sheet of the Company and its consolidated subsidiaries or as of November 30, 1996 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after November 30, 1996 in the notes thereto whichordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since November 30, 1996 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in material adverse effect with respect to the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC DocumentsCompany.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of -------------------------------------- all required reports, schedules, forms, forms and registration statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Since December 31, as of the date of this Agreement1998, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated subsidiaries or as of December 31, 1998 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1998 in the notes thereto whichordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1998 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company (including exhibits and all other information incorporated therein) with the SEC Commission since February 24, 1996 2000 (the "Company SEC Documents"). As Except as corrected by subsequent filings, as of its their respective datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act")) or the Exchange Act, as the case may be, and the rules and regulations none of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as corrected by subsequent filings, the financial statements of the Company included in the Company SEC Documents comply as to form form, as of their respective dates of filing with the Commission, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC Commission with respect theretothereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SECQ) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (exceptpresent, in the case of unaudited statementsall material respects, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are in the aggregate not material). Except (i) as set forth disclosed in the financial statements contained in the Company Filed Company SEC Documents or in the notes thereto or (as defined ii) for liabilities incurred in Section 3.08), as of connection with this Agreement or the date of this AgreementTransactions, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries or in the notes thereto thereto, which, individually or in the aggregate, could would reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Effect on the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC DocumentsCompany.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1997 (the "Company SEC Documents"). As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document filed after January 1, 1998 (the "Company 1998 SEC Documents") has been revised or superseded by a later filed Company 1998 SEC Document, the Company 1998 SEC Documents do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichthat, individually or in the aggregate, could has had or would reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2December 31, 1996 2009 pursuant to Sections 13(a) and 15(d) of the Exchange Act. (the "Company SEC Documents"). b) As of its respective date, each Company SEC Document filed with the SEC complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents filed with the SEC contained any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents filed with the SEC comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except (i) as set forth reflected or reserved against in the Filed balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents Documents, (ii) as defined in Section 3.08), as of the date of permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business, and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) , that would be required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries (or in the notes thereto whichthereto), other than those that would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except Effect on the Company. (d) The Company maintains a system of “internal control over financial reporting” (as disclosed defined in Rules 13a–15(f) and 15d–15(f) of the Filed Company SEC Documents Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s and its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (e) The “disclosure controls and procedures” (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) utilized by the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company reasonably designed to ensure that all information (both financial and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are non-financial) required to be disclosed by the Company in the Filed 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 required to be disclosed is accumulated and communicated to the management of Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company SEC Documentsto make the certifications required under the Exchange Act with respect to such reports.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since February 2January 1, 1996 2001 (collectively, and in each case including all exhibits, schedules and amendments thereto and documents incorporated by reference therein, the "Company SEC Documents"). No subsidiary of the Company is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC. As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Since June 30, as of the date of this Agreement2002, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated subsidiaries or as of June 30, 2002 (including the notes thereto) included in the notes thereto whichSEC Documents, (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after June 30, 2002 in the ordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since June 30, 2002 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed If, at any time prior to the Effective Time, the Company shall obtain knowledge of any material facts that would require supplementing or amending any of the foregoing documents in order to make the statements therein, in the Filed light of the circumstances under which they were made, not misleading, or to comply with applicable laws, such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company. The management of the Company SEC Documents has (i) designed disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the management of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to the Company's auditors and the audit committee of the Company's Board of Directors (A) all significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data and have identified for the Company's auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls. A summary of such disclosure made by management to the Company's auditors and audit committee is set forth on Section 3.5 of the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC DocumentsSchedule.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2relating to periods commencing on or after September 1, 1996 1998 (such reports, schedules, forms, statements and other documents being hereinafter referred to as the "Company SEC Documents"). As of its their respective datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in all material respects the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). . (b) Except as set forth in the most recent financial statements included in the Filed Company SEC Documents (as defined in Section 3.08)Documents, as of the date of this Agreement, neither the Company nor any Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or reflected in the notes thereto whichCompany's financial statements, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a liability or obligation (including any claims, whether or not asserted, for royalty payments), that, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has and the Company Subsidiaries, including each of The Peoples Gas Light and Coke Company and North Shore Gas Company (together, the "Company Filing Subsidiaries" and each a "Company Filing Subsidiary"), have filed and made available to Parent true and correct copies of all reports, schedules, forms, registration statements, definitive proxy statements and other documents (together with all amendments thereof and supplements thereto) required to be filed by the Company or any Company Subsidiary with the SEC since February 2October 1, 1996 2004 (the "Company SEC Documents"). . (b) As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that 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 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the notes, if any, thereto) of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) as in effect on the respective dates thereof applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth on the most recent audited balance sheet (or in the Filed notes thereto) of the Company included in the Company SEC Documents (as defined in Section 3.08), as of filed and publicly available prior to the date of this AgreementAgreement (the "Filed Company SEC Documents"), neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries Company Subsidiaries or in the notes thereto whichand that, individually or in the aggregate, could have had or would reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed . (d) With respect to each Company SEC Documents Document that is a report on Form 10-K or in 10-Q or an amendment thereto, each of the principal executive officer and the principal financial officer of the Company Disclosure Letter(or each former principal executive officer and principal financial officer of Company) 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 ("SOX") and the rules and regulations of the SEC promulgated thereunder. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither the Company nor any of its subsidiaries has arranged any "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. The Company has previously made available to Parent a true and complete copy of any reports by the Company's management to the Company Board or any committee thereof relating to compliance with SOX, as well as the reports of any outside consultant or auditor with respect thereto. (e) The management of the Company has designed and implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), or caused such disclosure controls and procedures to be designed and implemented under their supervision, to ensure that material information relating to the Company, including consolidated Company Subsidiaries, is made known to the management of the Company by others within those entities. Since the date of this Agreementthe filing of the Company's most recent quarterly report on Form 10-Q for the quarter ended March 31, there are no material agreements2006, arrangements or understandings between the Company Company's outside auditors and any party who is, or at any time after February 2, 1996 was, an affiliate the audit committee of the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that are involves management or other employees who have a significant role in the Company's internal control over financial reporting. Since September 30, 2005, any material change in internal control over financial reporting required to be disclosed in the any Filed Company SEC DocumentsDocument has been so disclosed. (f) Since September 30, 2005, (A) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls relating to periods after September 30, 2005, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices (except for any of the foregoing received after the date of this Agreement which have no reasonable basis), and (B) to the knowledge of the Company, no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after September 30, 2005, by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (g) Except for the Company Filing Subsidiaries, none of the Company Subsidiaries is, or has at any time since October 1, 2003 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (h) The Company is not and, at the Effective Time, will not be, an "ineligible issuer" as defined in Rule 405 under the Securities Act.

SEC Documents; Undisclosed Liabilities. The (a) For all periods since February 20, 2004, the Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents as required to be filed by the SEC in a timely basis (or has received a valid extension of such time of filing and has filed any such reports or other documents prior to the expiration of any such extension), and the Company has delivered or made available to Eugene all reports, schedules, forms, statements and other documents filed with the SEC since February 2during such period (collectively, 1996 (and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC DocumentsDOCUMENTS"). As of its their respective datedates (or, each Company if amended, supplemented or superseded by a filing prior to the date hereof, then as of the date of such amendment, supplement or superseding filing) the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all consolidated financial statements included therein) as of such date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company such SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") U.S. GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly and accurately present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and changes in cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are materialadjustments as determined by the Company's independent accountants). Except as set forth in The Company does not have, and at the Filed Company SEC Documents (as defined in Section 3.08)Closing will not have incurred, as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated except for liabilities and obligations that have been incurred since the date of the most recent balance sheet of the Company and its consolidated subsidiaries or included in the notes thereto which, individually SEC Documents in the ordinary course of business and are not (singly or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company ) more than $10,000. (b) The SEC Documents include all certifications and statements required of it, if any, by (i) Rule 13a-14 or in 15d-14 under the Exchange Act, and (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002), and each of such certifications and statements contain no qualifications or exceptions to the matters certified therein other than a knowledge qualification, permitted under such provision, and have not been modified or withdrawn and neither the Company Disclosure Letternor any of its officers has received any notice from the SEC or any other Governmental Entity questioning or challenging the accuracy, as completeness, form or manner of filing or submission of such certifications or statements. (c) The Company is in compliance in all material respects with all of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate provisions of the Company that are required ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the provisions of the Exchange Act and the Securities Act relating thereto which under the terms of such provisions (including the dates by which such compliance is required) have become applicable to be disclosed in the Filed Company SEC DocumentsCompany.

SEC Documents; Undisclosed Liabilities. The To its knowledge, the Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2December 31, 1996 1994 (as such documents have been amended prior to the date hereof, the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by a later Filed SEC Document. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its the consolidated subsidiaries Subsidiaries of the Company as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none adjustments and the absence of which are materialfootnotes). Except as set forth in the Filed Company SEC Documents (as defined and for liabilities incurred in Section 3.08), as the ordinary course of business after the date of hereof or incurred as permitted by this Agreement, neither the Company nor any Company Subsidiary of the Company's Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries or in the notes thereto and which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has furnished or filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated therein) required to be furnished or filed by the Company with the SEC since February 2January 1, 1996 2017 (such documents, together with any documents filed with the "SEC during such period by the Company on a voluntary basis on a Current Report on Form 8-K, being collectively referred to as the “Company SEC Documents"”). As of its respective date, each . (b) Each Company SEC Document (i) at the time filed (or in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, as of their respective effective dates), complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment or supplement prior to the date of this Agreement, then at the time of such filing or amendment or supplement) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the consolidated financial statements of the Company included in the Company SEC Documents comply complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been was prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal year-end audit adjustments). (c) Except (i) as reflected or reserved against in the Company’s consolidated balance sheet as of September 30, none of which are material). Except as set forth 2017 (or the notes thereto) (the “Balance Sheet”) included in the Filed Company SEC Documents Documents, (as defined ii) for liabilities and obligations incurred in Section 3.08), as of the date of connection with or contemplated by this Agreement, neither (iii) for liabilities and obligations that have been incurred in the ordinary course of business consistent with past practice in all material respects since June 30, 2017 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business consistent with past practice in all material respects, none of the Company nor or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which are required by GAAP to be set forth recorded or reflected on a consolidated balance sheet of sheet, including the Company and its consolidated subsidiaries or in the notes thereto whichfootnotes thereto, under GAAP, that, individually or in the aggregate, could have had or would reasonably be expected to have a Company Material Adverse Effect. Except as As of the date hereof, there are no (A) unconsolidated Subsidiaries of the Company, or (B) off-balance sheet arrangements to which the Company or any of the Company Subsidiaries is a party of any type required to be disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the Filed Company SEC Documents or in any obligations of the Company Disclosure Letter, as or any of the date Company Subsidiaries to enter into any such arrangements. (d) Each of this Agreement, there are no material agreements, arrangements or understandings between the principal executive officer of the Company and any party who is, or at any time after February 2, 1996 was, an affiliate the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents. (e) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) reasonably designed to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions 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’s properties or assets. (f) The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the Filed 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 required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company SEC Documentsto make the certifications required under the Exchange Act with respect to such reports. (g) None of the Company Subsidiaries is, or has at any time since July 1, 2016 been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of with the SEC all required reports, schedules, forms, proxy, registration and other statements and other documents required to be filed by the Company with the SEC since February 2(collectively, 1996 (the "Company SEC Documents"). As of its respective datethe date of this Agreement, each Company the last SEC Document filed by the Company was the Company's Annual Report on Form 10-K for the year ended December 31, 1998. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC DocumentDocuments. As of their respective filing dates, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available prior to March 31, 1999), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Other than liabilities and obligations reflected or reserved against in the consolidated financial statements of the Company and its consolidated Subsidiaries included in the Company's Annual Report on Form10-K for the year ended December 31, none 1998, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are material). Except not individually or collectively material to the Company and the Subsidiaries taken as a whole, and except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)which includes, as without limitation, descriptions of the date of this Agreementuncertainties involved in determining reserve for insurance payments), neither the Company nor any Company Subsidiary has any liabilities obligation or obligations liability of any nature whatsoever (whether accrueddirect or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed Effect whether or not required by GAAP to be provided for or reserved against on a balance sheet prepared in accordance with GAAP. (b) At the Filed Company SEC Documents date the Proxy Statement is first mailed to the Company's stockholders or in at the Company Disclosure Letter, as time of the date Stockholders' Meeting, the Proxy Statement will not contain any untrue statement of this Agreement, there are no a material agreements, arrangements fact or understandings between the Company and omit to state any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are material fact required to be disclosed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (other than with respect to information concerning Purchaser provided by Purchaser in writing to the Company specifically to be included in the Filed Proxy Statement as to which the Company SEC Documentsmakes no representation). The Proxy Statement shall comply in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder except that the Company makes no representation, warranty or covenant with respect to any written information supplied by Purchaser specifically for inclusion in the Proxy Statement.

SEC Documents; Undisclosed Liabilities. The Company (a) Since December 31, 2022, Parent has filed and made available to Parent true and correct copies of or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished under the Exchange Act and the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by a subsequently Filed Parent SEC Document prior to the Company with date of this Agreement, in which case as of the SEC since February 2, 1996 (the "Company SEC Documents"date of such amendment). As of its respective date, each Company Filed Parent SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. . (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company Parent included in the Company Filed Parent SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth reflected or reserved against in the consolidated balance sheet of Parent, as of September 30, 2024, or the notes thereto, included in the Filed Company Parent SEC Documents (as defined in Section 3.08such balance sheet and the notes thereto, the “Parent Balance Sheet”), as of Parent and the date of this Agreement, neither the Company nor Parent Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since the date of the Parent Balance Sheet (other than any liability for breaches of Contract or relating to any Proceeding), (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Company and its consolidated subsidiaries Parent or in the notes thereto whichprepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the transactions contemplated hereby and (iv) liabilities or obligations that would not reasonably be expected, individually or in the aggregate, could reasonably be expected to have a Company Parent Material Adverse Effect. (d) Parent has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. Except as disclosed in From the Filed Company SEC Documents or in date of the Company Disclosure Letterfiling of Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, as of 2023 to the date of this Agreement, there Parent’s auditors and the Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are no reasonably likely to adversely affect Parent’s or its Subsidiaries’ ability to record, process, summarize and report financial information (including compliance with GAAP) or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s or its Subsidiaries’ internal control over financial reporting. (e) The Filed Parent SEC Documents accurately summarize, in all material agreementsrespects, arrangements or understandings between the Company outstanding Derivative Transaction positions of Parent and any party who isthe Parent Subsidiaries, or at any time after February 2including Hydrocarbon and financial Derivative Transaction positions attributable to the production and marketing activities of Parent and the Parent Subsidiaries, 1996 was, an affiliate as of the Company that are required to be disclosed in the Filed Company SEC Documentsdates reflected therein.

SEC Documents; Undisclosed Liabilities. The (a) Since January 1, 1997, the Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, proxy, registration and other statements and other documents required to be filed by the Company with the SEC since February 2(collectively, 1996 (the "Company SEC Documents"). As of its respective datethe Closing Date, each Company the last SEC Document filed by the Company was the Company's Report on Form 10-QSB filed August 17, 2001. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company the SEC DocumentDocuments. As of their respective filing dates, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by a later SEC Document filed and publicly available at least two business days prior to the Closing Date, the circumstances or bases for which modifications or supersessions have not and will not individually or in the aggregate result in any material liability or obligation on behalf of the Company under the Securities Act, the Exchange Act, the rules promulgated under the Securities Act or the Exchange Act, or any federal, state or local anti-fraud, blue-sky, securities or similar laws. The consolidated financial statements of the Company included in the Company SEC Documents (as amended or supplemented by any later filed SEC Document filed and publicly available on or prior to August 17, 2001), comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of footnotes and normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreementor disclosed herein, neither the Company nor any Company Subsidiary has any liabilities obligation or obligations liability of any nature whatsoever (whether accrueddirect or indirect, matured or unmatured, absolute, accrued, contingent or otherwise) either (i) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries the Subsidiaries or in the notes thereto or (ii) which, individually or in the aggregate, could reasonably be as of the Closing Date is expected by the Company in its reasonable judgment to have a Company Material Adverse Effect. Except as disclosed Effect whether or not required by generally accepted accounting principles to be provided or reserved against on a balance sheet prepared in accordance with generally accepted accounting principles; other than liabilities and obligations reflected or reserved against in the Filed consolidated financial statements of the Company SEC Documents or and its consolidated Subsidiaries included in the Company's quarterly report on Form 10-QSB for the quarter ended June 30, 2001, or incurred since the date of the balance sheet included in such financial statements in the ordinary course of business which are not individually or collectively material to the Company Disclosure Letterand the Subsidiaries taken as a whole. (b) Each interim financial statement that is delivered to Investor for periods after the fiscal quarter ended June 30, 2001, has been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presents the consolidated financial position of the Company and the Subsidiaries as of the date thereof and the consolidated results of this Agreementtheir operations and cash flows for the periods then ended (subject, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documentscase of unaudited statements, to the absence of footnotes and normal year-end audit adjustments).

SEC Documents; Undisclosed Liabilities. The (a) Since December 31, 2018, the Company has filed and made available to Parent true and correct copies of or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished under the Exchange Act or the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by the Company with the SEC since February 2, 1996 (the "a subsequently Filed Company SEC Documents"Document, in which case as of the date of such amendment). As of its respective date, each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Filed Company SEC Documents. As of the date hereof, neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Filed Company SEC Documents and, to the Knowledge of the Company, none of the Filed Company SEC Documents is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is, or has at any time since December 31, 2018 been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) ), applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in accordance with applicable requirements of GAAP (exceptpresent, in the case of unaudited statementsall material respects, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which that are materialnot, individually or in the aggregate, material in amount or nature). . (c) Except as set forth reflected or reserved against in the consolidated balance sheet of the Company, as of October 2, 2020, or the notes thereto, included in the Filed Company SEC Documents (as defined in Section 3.08such balance sheet and the notes thereto, the “Company Balance Sheet”), as of the date of this Agreement, neither the Company nor and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichprepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto; (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in Since December 31, 2018, neither the Company Disclosure Letternor any of the Company Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15(e) and Rule 15d-15(e), and Rules 13a-15(f) and 15d-15(f) under the Exchange Act Rules, respectively) as of required by the Exchange Act. From December 31, 2018 to the date of this Agreement, there are no material agreements, arrangements or understandings between the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any party fraud, whether or not material, that involves management or other employees who ishave a significant role in the Company’s internal control over financial reporting, or at any time after February 2and, 1996 wasin each case, an affiliate of neither the Company that are required nor any of its Representatives has failed to be disclosed in disclose such information to the Filed Company’s auditors or the Company SEC DocumentsBoard.

SEC Documents; Undisclosed Liabilities. The Company has (i) Westvaco and its subsidiaries have filed and made available to Parent true and correct copies of all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by the Company (including exhibits and all other information incorporated therein) with the SEC since February 2May 1, 1996 1999 (the "Company Westvaco SEC Documents"). As of its their respective datedates, each Company the Westvaco SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Westvaco SEC DocumentDocuments, and did not contain none of the Westvaco SEC Documents when filed and at their respective effective times, if applicable, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. . (ii) The financial statements of the Company Westvaco included in the Company Westvaco SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company Westvaco and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of adjustments which are not material). . (iii) Except (A) as set forth reflected in such financial statements or in the Filed Company SEC Documents notes thereto, (as defined B) for liabilities incurred in Section 3.08)connection with this Agreement or the transactions contemplated hereby and (C) for liabilities incurred since May 1, as 2001 in the ordinary course of the date of this Agreementbusiness consistent with past practice, neither the Company Westvaco nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could are reasonably be expected likely to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documentsadverse effect on Westvaco.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by the Company (including exhibits and all other information incorporated therein) with the SEC since February 2December 31, 1996 1993 (the "Company SEC Documents"). As of its their respective datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, applicable to the Company SEC Documents, and the rules and regulations none of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of and the SEC) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth Such financial statements reflect appropriate reserves established for all Automobile Contracts and general ledger accounts in accordance with GAAP. All material information regarding the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company "Year 2000" issue is fully and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as adequately disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company Company's SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all material reports, schedules, forms, forms and registration statements with the Securities and other documents Exchange Commission (the “SEC”) required to be filed by pursuant to the Company with Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder since February 2January 1, 1996 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company “SEC Documents"”). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply (the “SEC 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, have been prepared in accordance with generally accepted accounting principles GAAP ("GAAP") (except as may be indicated therein or in the notes thereto and except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none adjustments and the absence of which are materialfootnotes). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)on Schedule 5.1 hereof, as of since December 27, 2002 until the date of this Agreementhereof, neither the Company nor any Company Subsidiary of its Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP except (i) as and to be the extent set forth on a consolidated the audited balance sheet of the Company and its consolidated subsidiaries or Subsidiaries as of December 27, 2002 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 27, 2002 in the notes thereto whichordinary course of business and consistent with past practice, (iv) to the extent specifically described in the SEC Documents filed since December 27, 2002 but on or prior to the date hereof (the “Recent SEC Documents”), or (v) as would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2December 31, 1996 2009 pursuant to Sections 13(a) and 15(d) of the Exchange Act. (the "Company SEC Documents"). b) As of its respective date, each Company SEC Document filed with the SEC complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents filed with the SEC contained any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents filed with the SEC comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except (i) as set forth reflected or reserved against in the Filed balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents Documents, (ii) as defined in Section 3.08), as of the date of permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business, and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) , that would be required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries (or in the notes thereto whichthereto), other than those that would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except Effect on the Company. (d) The Company maintains a system of “internal control over financial reporting” (as disclosed defined in Rules 13a−15(f) and 15d−15(f) of the Filed Company SEC Documents Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s and its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (e) The “disclosure controls and procedures” (as defined in Rules 13a−15(e) and 15d−15(e) of the Exchange Act) utilized by the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company reasonably designed to ensure that all information (both financial and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are non−financial) required to be disclosed by the Company in the Filed 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 required to be disclosed is accumulated and communicated to the management of Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company SEC Documentsto make the certifications required under the Exchange Act with respect to such reports.

SEC Documents; Undisclosed Liabilities. The Company (a) RJR has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC by RJR since February 2January 1, 1996 2003 (the documents referred to in this Section 3.06(a) being referred to collectively as the "Company RJR SEC Documents"). . (b) As of its respective date, each Company RJR SEC Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company RJR SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company RJR included in the Company RJR SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company RJR and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Each of the principal executive officer of RJR and the principal financial officer of RJR (or each former principal executive officer of RJR and each former principal financial officer of RJR, as applicable) has made all certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act") and the rules and regulations of the SEC promulgated thereunder with respect to RJR SEC Documents. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (c) Except as set forth in the Filed Company RJR SEC Documents (as defined in Section 3.08), as of filed by RJR with the SEC and publicly available prior to the date of this AgreementAgreement (the "Filed RJR SEC Documents"), neither the Company RJR nor any Company RJR Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and other than liabilities or obligations of any nature arising out of any Action relating to the development, packaging, labeling, delivery, sale, resale, distribution, marketing, promotion, use or consumption of, or exposure to, tobacco products, including smoking and health-related and safety-related claims) that are required by GAAP to be set forth on a consolidated balance sheet of the Company RJR and its consolidated subsidiaries or in the notes thereto whichand that, individually or in the aggregate, could has had or is reasonably be expected likely to have a Company RJR Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as . (d) None of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who RJR Subsidiaries is, or has at any time after February 2since January 1, 1996 was2002, an affiliate been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. The (a) Since June 20, 2020, the Company has filed and made available to Parent true and correct copies of or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished under the Exchange Act or the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by the Company with the SEC since February 2, 1996 (the "a subsequently Filed Company SEC Documents"Document prior to the date of this Agreement, in which case as of the date of such amendment). As of its respective date, each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The Company has made all certifications and statements required by Sections 302 and 906 of the Sarbanes- Oxley Act with respect to the Filed Company SEC Documents. As of the date hereof, neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Filed Company SEC Documents and, to the Knowledge of the Company, none of the Filed Company SEC Documents is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth reflected or reserved against in the consolidated balance sheet of the Company, as of February 26, 2022, or the notes thereto, included in the Filed Company SEC Documents (as defined in Section 3.08such balance sheet and the notes thereto, the “Company Balance Sheet”), as of the date of this Agreement, neither the Company nor and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or prepared in accordance with GAAP and the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as rules and regulations of the date of this AgreementSEC applicable thereto, there are no material agreements, arrangements (iii) liabilities or understandings between obligations incurred in connection with the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.Transactions and

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1997 (the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08below), as of the date of this Agreement, neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto and which, individually or in the aggregate, could reasonably be expected to would have a Company Material Adverse Effect. Except as disclosed in Effect on the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC DocumentsCompany.

SEC Documents; Undisclosed Liabilities. The Company (a) As of the date of this Agreement no Newco Party is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. Weyerhaeuser has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company Weyerhaeuser with the SEC since February 2January 1, 1996 (2005 pursuant to Sections 13(a) and 15(d) of the "Company SEC Documents"). As Exchange Act, and as of its respective date, each Company SEC Document such report, schedule, form, statement or other document complied in all material respects with the requirements of the Exchange Act except for such failures to make such filings that, individually or in the Securities aggregate, would not have a materially adverse effect on, or materially delay, the ability of Weyerhaeuser to perform its obligations under this Agreement and the other Transaction Documents or to consummate the Transaction. With respect to the Newco Business only, Weyerhaeuser has not filed any documents with the SEC since January 1, 2005 under Section 13(a) or 15(d) of the Exchange Act of 1933which, as of their respective dates (or, if amended (or superseded by a filing prior to the "Securities Act")date of this Agreement, as then on the case may be, and the rules and regulations date of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Section 4.06(b) of the Weyerhaeuser Disclosure Letter includes (i) an unaudited balance sheet with respect to the Newco Business (other than the Canadian Logging, Forest Management and Saw Mill Operations) at March 26, 2006 (together with the notes thereto, the “Interim Newco Balance Sheet”) and the related unaudited statements of income and cash flows for the 13-week period ended March 26, 2006 (together with the notes thereto and the Interim Newco Balance Sheet, the “Interim Newco Financial Statements”) and (ii) an unaudited balance sheet with respect to the Newco Business (other than the Canadian Logging, Forest Management and Saw Mill Operations) at December 25, 2005 (together with the notes thereto, the “2005 Newco Balance Sheet”) and the related unaudited statements of income and cash flows for the twelve month period ended December 25, 2005 (together with the notes thereto and the 2005 Newco Balance Sheet, the “2005 Unaudited Newco Financial Statements” and, together with the Interim Newco Financial Statements, the “Unaudited Newco Financial Statements”). The financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretoUnaudited Newco Financial Statements and, have been prepared when delivered in accordance with generally accepted accounting principles Section 6.24(a), the Audited Newco Financial Statements ("GAAP"as defined in Section 6.24(a)) (exceptcollectively, the “Newco Financial Statements”), (i) were (and, in the case of unaudited statementsthe Audited Newco Financial Statements, as permitted by Form 10-Q shall have been) prepared in accordance with the books of account and other financial records of Weyerhaeuser and its subsidiaries, (ii) present fairly (and, in the case of the SECAudited Newco Financial Statements, shall present fairly), in all material respects, the financial position of the Newco Business (in the case of the Unaudited Newco Financial Statements other than the Canadian Logging, Forest Management and Saw Mill Operations) applied on a consistent basis during and the results of its operations and changes in cash flows as of the dates thereof and for the periods involved covered thereby, (iii) have been (and, in the case of the Audited Newco Financial Statements, shall have been) prepared in accordance with U.S. GAAP, in a manner and using accounting principles consistent with Weyerhaeuser’s historical financial statements (except as may be indicated in the notes thereto) thereto and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments), none and (iv) in the case of which are material). the Audited Newco Financial Statements, shall meet the requirements of Regulation S-X, promulgated pursuant to the Securities Act. (c) Except as set forth in on the Filed Company SEC Documents Interim Newco Balance Sheet, the Newco Business (as defined in Section 3.08)other than the Canadian Logging, as of the date of this Agreement, neither the Company nor any Company Subsidiary Forest Management and Saw Mill Operations) has any liabilities no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business since M▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations not required by GAAP to be set forth disclosed on a consolidated balance sheet of for the Company and its consolidated subsidiaries Newco Business prepared in accordance with U.S. GAAP or in the notes thereto whichthereto, or (iii) liabilities or obligations that would not, individually or in the aggregate, could reasonably be expected to have a Company Newco Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, and statements and other documents required to be filed by the Company with the SEC since February 2, 1996 Securities and Exchange Commission (the "“SEC”) since December 31, 2005 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Form 8-K, the “Company SEC Documents"”). . (b) As of its their respective datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance conformity with U.S. generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth in the Filed Company SEC Documents (as defined excluding any disclosure set forth in Section 3.08any risk factor section and/or in any section relating to forward-looking statements) filed and publicly available prior to the date hereof (the “Filed Company SEC Documents”), as of the date of this Agreement, Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) ), whether or not required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichthereto, other than any such liabilities or obligations that, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in . (d) None of the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who Subsidiaries is, or has at any time after February 2been, 1996 was, an affiliate subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (e) Each of the principal executive officer and the principal financial officer of the Company that are has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder with respect to be disclosed in the Filed Company SEC Documents, and, to the knowledge of the Company, the statements contained in such certifications are true and correct. For purposes of the preceding sentence hereof, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX except as may have been in existence prior to the effective date of Section 402 of SOX.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all -------------------------------------- required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1994, (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Since December 31, as of the date of this Agreement1995, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP except (i) as and to be the extent set forth on a consolidated the audited balance sheet of the Company and its consolidated subsidiaries or as of December 31, 1995 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1995 in the notes thereto whichordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1995 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in material adverse effect with respect to the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC DocumentsCompany.

SEC Documents; Undisclosed Liabilities. The Company has -------------------------------------- filed and made available to Parent true and correct copies of all required reports, schedules, forms, forms and registration statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Since December 31, as of the date of this Agreement1999, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated subsidiaries or as of December 31, 1999 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1999 in the notes thereto whichordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company (a) Integrated has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements statements, and other documents required to be filed by the Company it with the SEC since February 2January 1, 1996 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the "Company “SEC Documents"Reports”). . (b) As of its respective filing date, each Company SEC Document Report complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report and with respect to the Delaware franchise taxes, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Integrated included in the Company SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company Integrated and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments) and subject to Delaware franchise taxes. (c) Except for the Delaware franchise taxes and associated interest, none of which are material). Except as set forth indicated in the Filed Company SEC Documents (as defined in Section 3.08)Integrated Disclosure Letter, as of the date of this Agreement, neither the Company nor any Company Subsidiary Integrated has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) in excess of $3,000 individually required by GAAP U.S. generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries Integrated or in the notes thereto whichthereto. Except as otherwise disclosed herein, individually in the SEC Reports or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Integrated Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements financial or understandings between contractual obligations and liabilities (including any obligations to issue capital stock or other securities) due after the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documentsdate hereof.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 2000 (the "Company SEC Documents"). As of its respective date, each Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, each as in effect on the date so filed, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise stated in such financial statements, including the notes thereto) and fairly present in accordance with applicable requirements of GAAP (exceptpresent, in the case of unaudited statementsall material respects, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichand that, individually or in the aggregate, could would reasonably be expected to have a Company Material Adverse Effect, except for liabilities incurred in connection with the performance by the Company of its obligations under this Agreement. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed set forth in the Filed Company SEC Documents, the Company and each of the Company Subsidiaries have good and marketable title to all of their properties and assets, free and clear of all Liens, except where the failure to have such good or marketable title or the existence of Liens would not reasonably be expected to have a Company Material Adverse Effect.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of -------------------------------------- all required reports, schedules, forms, forms and registration statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Since December 31, as of the date of this Agreement1999, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth on the audited balance sheet of the Company and its consolidated subsidiaries or as of December 31, 1999 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1999 in the notes thereto whichordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2December 31, 1996 2009 pursuant to Sections 13(a) and 15(d) of the Exchange Act. (the "Company SEC Documents"). b) As of its respective date, each Company SEC Document filed with the SEC complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document filed with the SEC has been revised or superseded by a later filed Company SEC Document, none of the Company SEC Documents filed with the SEC contained any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents filed with the SEC comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except (i) as set forth reflected or reserved against in the Filed balance sheet (or the notes thereto) as of December 31, 2010 included in the Company SEC Documents Documents, (ii) as defined in Section 3.08), as of the date of permitted or contemplated by this Agreement, (iii) for liabilities and obligations incurred since December 31, 2010 in the ordinary course of business, and (iv) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (nature, whether or not accrued, absolute, contingent or otherwise) , that would be required by GAAP to be set forth reflected on a consolidated balance sheet of the Company and its consolidated subsidiaries Subsidiaries (or in the notes thereto whichthereto), individually or in the aggregate, could other than those that would not reasonably be expected to have a Company Material Adverse Effect. Except Effect on the Company. (d) The Company maintains a system of “internal control over financial reporting” (as disclosed defined in Rules 13a-15(f) and 15d-15(f) of the Filed Company SEC Documents Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s and its Subsidiaries’ assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s and its Subsidiaries’ receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s and its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. (e) The “disclosure controls and procedures” (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) utilized by the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company reasonably designed to ensure that all information (both financial and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are non–financial) required to be disclosed by the Company in the Filed 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 required to be disclosed is accumulated and communicated to the management of Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company SEC Documentsto make the certifications required under the Exchange Act with respect to such reports.

SEC Documents; Undisclosed Liabilities. The Company Except for the late filing of financial statements related to Target's prior merger with World Machinery Company, as reported on Target's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 24, 2000, Target has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1998 (the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, and did not contain none of the SEC Documents contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included Target contained or specifically incorporated by reference in the Company SEC Documents (including in each case any related notes and schedules) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by applicable instructions or regulations of the SEC relating to the preparation of quarterly reports on Form 10-Q of the SECQ) applied on a consistent basis during the periods period involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries Target as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The (a) Since June 20, 2020, the Company has filed and made available to Parent true and correct copies of or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished under the Exchange Act or the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by the Company with the SEC since February 2, 1996 (the "a subsequently Filed Company SEC Documents"Document prior to the date of this Agreement, in which case as of the date of such amendment). As of its respective date, each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Filed Company SEC Documents. As of the date hereof, neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Filed Company SEC Documents and, to the Knowledge of the Company, none of the Filed Company SEC Documents is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth reflected or reserved against in the consolidated balance sheet of the Company, as of February 26, 2022, or the notes thereto, included in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither 'RFXPHQWV VXFK EDODQFH CVomKpHanHy BWal anDceQShGee t´W K H WQKRHW H&VR PWSKD the Company nor Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichprepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in Since February 26, 2022, neither the Company Disclosure Letter, nor any of the Company Subsidiaries has made or permitted to remain outstandiQJ DQ\ ³H[WHQVLRQV RI FUHGLW´ ZLW- KLQ Oxley Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of this Agreementthe ILOLQJ RI WKH &RPSDQ\-¶K Vfor th$e fQiscQalXyeDarOen de5d HFeSbruRarUy 2W6, there are no 20R22Qto th)e RUP GDWH RI WKLV $JUHHPHQW WKH &RPSDQ\¶V DXGaLnyWRUV significant deficiencies or material agreementsweaknesses in the design or operation of internal control over financial UHSRUWLQJ ZKLFK DUH UHDVRQDEO\ OLNHO\ WR DGYH summarize and report financial information or (ii) any fraud, arrangements whether or understandings between not material, that involves PDQDJHPHQW RU RWKHU HPSOR\HHV ZKR KDYH D VLJQ financial reporting, and, in each case, neither the Company and nor any party who is, or at any time after February 2, 1996 was, an affiliate of its Representatives has failed to disclose such information to the Company that are required to be disclosed in the Filed Company SEC Documents.ComSDQ\¶V DXGLWRUV RU WKH &RPSDQ\ %

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2December 28, 1996 1997 (the "Company COMPANY SEC DocumentsDOCUMENTS"). As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that 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 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth on the face of, or in the notes to, the most recent balance sheet of the Company included in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has had, as of such date, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documentsthereto.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents (including exhibits and other information incorporated by reference therein) required to be filed by the Company with the SEC since February 2, 1996 Securities and Exchange Commission (the "“SEC”) on or after January 1, 2019 (such documents, together with any documents filed during such period by the Company with the SEC on a voluntary basis on Form 8-K or otherwise, the “Company SEC Documents"”). . (b) As of its their respective datedates (or, each if amended prior to the Reference Date, as finally amended prior to the Reference Date), the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, each as in effect on the date so filed (or amended), and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or superseded by a later Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except (i) as set forth in the Filed Company SEC Documents Documents, (ii) as defined in Section 3.08), as incurred by or on behalf of the date Company under, or otherwise permitted by, this Agreement or otherwise in connection with the Transactions, (iii) as incurred in connection with performance of this Agreementthe Company’s obligations under its Contracts to the extent such liabilities and obligations do not arise out of any breach or default under such Contract on the part of the Company or any Company Subsidiary and (iv) as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) ), whether or not required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichthereto. (d) None of the Company Subsidiaries is, individually or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (e) Each of the principal executive officer 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 of 2002 (“SOX”) and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, and the statements contained in such certifications are true and correct. For purposes of the preceding sentence hereof, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (f) The Company has not received any oral or written notification of any (i) “significant deficiency”, (ii) “material weakness” in the aggregateCompany’s and the Company Subsidiaries’ internal controls, or (iii) fraud, whether or not material, that involves management or other employees of the Company who have a significant role in the internal controls over financial reporting, and, to the knowledge of the Company and the Company Subsidiaries, there is no set of circumstances that could reasonably be expected to have result in a Company Material Adverse Effect. Except as disclosed “significant deficiency”, “material weakness” or fraud in the Filed Company SEC Documents or in internal controls of the Company Disclosure Letter, as or any of the date Company Subsidiaries that is required to file reports with the SEC under the Exchange Act. For purposes of this Agreement, there the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in the Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date hereof. (g) Neither the Company nor any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any material joint venture, off-balance sheet, partnership or any similar contract or arrangement or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (h) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance (A) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (B) that transactions are no material agreementsrecorded as necessary to permit preparation of financial statements in accordance with GAAP, arrangements or understandings between (C) that receipts and expenditures of the Company are being made only in accordance with the authorization of management and directors of the Company and any party who is, (D) regarding prevention or at any time after February 2, 1996 was, an affiliate timely detection of the unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements. (i) The Company maintains “disclosure controls and procedures” (as such term is defined in Rule 13a-15 (e) of the Exchange Act) that comply with the requirements of the Exchange Act, and such disclosure controls and procedures are required to be disclosed effective. (j) The Company has been for the past two (2) years in material compliance with the Filed Company applicable provisions of SOX, the rules and regulations of the SEC Documentsadopted in connection therewith, and the applicable listing standards and corporate governance rules of the NASDAQ.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of or furnished, as applicable, all reports, schedules, forms, statements and other documents with the SEC required to be filed or furnished, as applicable, by the Company since January 1, 2009, under the Securities Act and the Exchange Act (such documents, together with any documents and information incorporated therein by reference and together with any documents filed during such period by the Company with the SEC since February 2on a voluntary basis on Current Reports on Form 8-K as supplemented or amended, 1996 (referred to collectively as the "“Company SEC Documents"”). As of its respective date, each . (b) Each Company SEC Document (i) at the time filed or furnished (and if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively), complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, Document and (ii) did not at the time it was filed or furnished (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing, or in the case of registration statements and proxy statements, then on the dates of effectiveness and the dates of mailing, respectively) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has not received any written notification of, and to the Knowledge of the Company there are no, outstanding or unresolved comments in such comment letters received by the Company from the SEC. (c) Each of the consolidated financial statements (including the related notes) of the Company included in the Company SEC Documents comply filed since January 1, 2009, complied as to form at the time it was filed (and if amended or superceded by a filing or amendment prior to the date of this Agreement, then at the time of such filing and in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto in effect at the time of filing, have has been prepared in accordance with generally accepted accounting principles ("“GAAP"”) in all material respects (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present presented in accordance with applicable requirements of GAAP all material respects (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (d) Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as 5.6 of the date of this AgreementCompany Disclosure Letter, neither the Company nor any the Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries except liabilities or in the notes thereto whichobligations that, individually or in the aggregate, could would not reasonably be expected to have a Company Material Adverse Effect. The Company Subsidiary is not, nor has at any time been, subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act. (e) The Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are reasonably designed to ensure that all material information relating to the Company, including the Company Subsidiary, that is required to be disclosed by the Company in the reports it files under the Exchange Act is timely made known to the Company’s management, including the principal executive officer and the principal financial officer or Persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. (f) The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in conformity with GAAP, together with the other reasonable assurances included in the above-referenced definition. Except as disclosed set forth in the Filed Company SEC Documents or in Section 5.6(f) of the Company Disclosure Letter, since January 1, 2011, the Company has not received any oral or written notification of any (i) “significant deficiency” or (ii) “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that has not been appropriately and adequately remedied by the Company, as certified by the Company’s independent accountants. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Exchange Act Rule 12b-2, as in effect on the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has and the Company Subsidiaries, including each of The Peoples Gas Light and Coke Company and North Shore Gas Company (together, the “Company Filing Subsidiaries” and each a “Company Filing Subsidiary”), have filed and made available to Parent true and correct copies of all reports, schedules, forms, registration statements, definitive proxy statements and other documents (together with all amendments thereof and supplements thereto) required to be filed by the Company or any Company Subsidiary with the SEC since February 2October 1, 1996 2004 (the "“Company SEC Documents"”). . (b) As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that 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 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the notes, if any, thereto) of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) as in effect on the respective dates thereof applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth on the most recent audited balance sheet (or in the Filed notes thereto) of the Company included in the Company SEC Documents (as defined in Section 3.08), as of filed and publicly available prior to the date of this AgreementAgreement (the “Filed Company SEC Documents”), neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries Company Subsidiaries or in the notes thereto whichand that, individually or in the aggregate, could have had or would reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed . (d) With respect to each Company SEC Documents Document that is a report on Form 10-K or in 10-Q or an amendment thereto, each of the principal executive officer and the principal financial officer of the Company Disclosure Letter(or each former principal executive officer and principal financial officer of Company) 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 (“SOX”) and the rules and regulations of the SEC promulgated thereunder. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither the Company nor any of its subsidiaries has arranged any “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company has previously made available to Parent a true and complete copy of any reports by the Company’s management to the Company Board or any committee thereof relating to compliance with SOX, as well as the reports of any outside consultant or auditor with respect thereto. (e) The management of the Company has designed and implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), or caused such disclosure controls and procedures to be designed and implemented under their supervision, to ensure that material information relating to the Company, including consolidated Company Subsidiaries, is made known to the management of the Company by others within those entities. Since the date of this Agreementthe filing of the Company’s most recent quarterly report on Form 10-Q for the quarter ended March 31, there are no material agreements2006, arrangements or understandings between the Company Company’s outside auditors and any party who is, or at any time after February 2, 1996 was, an affiliate the audit committee of the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that are involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since September 30, 2005, any material change in internal control over financial reporting required to be disclosed in the any Filed Company SEC DocumentsDocument has been so disclosed. (f) Since September 30, 2005, (A) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls relating to periods after September 30, 2005, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices (except for any of the foregoing received after the date of this Agreement which have no reasonable basis), and (B) to the knowledge of the Company, no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after September 30, 2005, by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (g) Except for the Company Filing Subsidiaries, none of the Company Subsidiaries is, or has at any time since October 1, 2003 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (h) The Company is not and, at the Effective Time, will not be, an “ineligible issuer” as defined in Rule 405 under the Securities Act.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, forms and registration statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in on Section 3.08), as 4.5 of the date of this AgreementCompany Disclosure Schedule, since December 31, 1999, neither the Company nor any Company Subsidiary of its subsidiaries, has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP required, if known, to be set forth reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP except (i) as and to the extent set forth or reflected on the audited balance sheet of the Company and its consolidated subsidiaries or as of December 31, 1999 (including the notes thereto), (ii) as incurred in connection with the transactions contemplated by this Agreement, (iii) as incurred after December 31, 1999 in the notes thereto whichordinary course of business and consistent with past practice, (iv) as described in the SEC Documents filed since December 31, 1999 (the "Recent SEC Documents"), or (v) as would not, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of with the SEC since May 1, 1998, all required registration statements, reports, schedules, forms, statements, proxy or information statements and other documents required to be filed by the Company with the SEC since February 2, 1996 (including exhibits and all other information incorporated therein) (the "Company SEC Documents"). As of its their respective datedates, each the Company SEC Document Documents complied or, with respect to those not yet filed, will comply in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and and, in each case, the rules and regulations of the SEC promulgated thereunder applicable and, except to such the extent that information contained in any Company SEC Document has been revised and superseded by a later filed Company SEC Document, and did not or, with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments, none of which are material). Except as set forth for liabilities (i) reflected in such financial statements or in the Filed Company SEC Documents notes thereto, (as defined ii) incurred in Section 3.08), as the ordinary course of business consistent with past practice since the date of the most recent audited financial statements included in the Company Filed SEC Documents, (iii) incurred in connection with this AgreementAgreement or the Option Agreement or the transactions contemplated hereby or thereby, or (iv) disclosed in Item 2.6 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in Effect on the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC DocumentsCompany.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 3, 1996 2005, pursuant to Sections 13(a) and 15(d) of the Exchange Act (the "“Company SEC Documents"”). . (b) As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as of their respective dates as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none adjustments and lack of which are materialfootnote disclosure as permitted by Form 10-Q of the SEC). . (c) Except as set forth in the most recent audited consolidated balance sheet of the Company (including the notes thereto) included in the Filed Company SEC Documents (as defined in Section 3.08), as ) and except for liabilities and obligations incurred in the ordinary course of business since the date of this Agreementsuch balance sheet, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichthat, individually or in the aggregate, could would be reasonably be expected likely to have a Company Material Adverse Effect. Except as disclosed in the Filed . (d) With respect to each Company SEC Documents Document that is a report on Form 10-K or in 10-Q or an amendment thereto, the Company Disclosure Letteris in compliance in all material respects with the applicable requirements of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act in effect from time to time. (e) The effectiveness of any additional disclosure requirement or applicable accounting rule, consensus or pronouncement that as of the date of this AgreementAgreement has been adopted by the SEC, there are no Financial Accounting Standards Board or any similar body but that is not yet in effect, is not reasonably likely to lead to any material agreements, arrangements or understandings between change in the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed Company’s disclosures as set forth in the Filed Company SEC Documents. (f) None of the Company Subsidiaries is, or has at any time since January 3, 2005, been, subject to (separately from the Company) the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.

SEC Documents; Undisclosed Liabilities. The Company (i) ▇▇▇▇▇ has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company it with the SEC since February 2January 1, 1996 2013, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (the "Company “SEC Documents"Reports”). . (ii) As of its respective filing date, each Company SEC Document Report complied in all material respects with the requirements of the Securities Exchange Act or the Securities Act of 19331934, as amended (the "Securities “Exchange Act"), as the case may be, ”) and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentReport. Except to the extent that information contained in any SEC Report has been revised or superseded by a later SEC Report, and did not contain none of the SEC Reports contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company ▇▇▇▇▇ included in the Company SEC Documents Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with the U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries ▇▇▇▇▇ as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (iii) Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08)Reports, as of the date of this Agreement, neither the Company nor any Company Subsidiary ▇▇▇▇▇ has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP U.S. generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries ▇▇▇▇▇ or in the notes thereto which, individually thereto. There are no financial or in the aggregate, could reasonably be expected contractual obligations and liabilities (including any obligations to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents issue capital stock or in the Company Disclosure Letter, as of other securities) due after the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documentshereof.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, forms and registration statements and other documents required to be filed by the Company with the SEC since February 2September 30, 1996 2001 (collectively, and in each case including all exhibits, schedules, and amendments thereto and documents incorporated by reference therein, the "Company “SEC Documents"”). As of its their respective datedates, each Company the SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents (including any and all financial statements included therein) as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has previously delivered (except to the extent such filings are publicly available on the ▇▇▇▇▇ system) to Parent each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Company with the SEC since September 30, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof. (b) The consolidated financial statements of the Company included in the Company SEC Documents (the “SEC Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q QSB of the SEC) applied on a consistent basis during the periods involved (except as may be indicated otherwise in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents on Section 3.5 (as defined in Section 3.08), as b) of the date Company Disclosure Schedules, since September 30, 2001, the Company has not received notice from the SEC or any other Governmental Entity that any of this Agreementits accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the SEC. (c) Since September 30, 2004, neither the Company nor any Company Subsidiary of its consolidated Subsidiaries has incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseotherwise and whether due or to become due) required by GAAP except (i) as and to be the extent set forth on a consolidated the audited balance sheet of the Company and its consolidated subsidiaries or Subsidiaries as of September 30, 2004 (including the notes thereto) included in the notes thereto whichSEC Documents, (ii) as incurred after September 30, 2004 in the ordinary course of business and consistent with past practice, (iii) as described in the Company’s quarterly report on Form 10-QSB filed on August 17, 2005 (the “Recent SEC Documents”), or (iv) as would not reasonably be expected to have, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except The Company has not been a party to any securitization transactions or “off-balance sheet arrangements” (as disclosed defined in Item 303 of Regulation S-K of the Filed Exchange Act) at any time since September 30, 2001. (d) The Company SEC Documents has not filed any report with the SEC, Nasdaq, or in the Company Disclosure Letterany other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the date of this Agreement, there remains confidential. (e) The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the SEC Documents filed since such certifications have been required and such filings are no true and correct. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) The Company has implemented and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act and Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act which (i) are effective to ensure that all material agreements, arrangements or understandings between information concerning the Company and any party who isits Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company’s filings with the SEC and other public disclosure documents; and (ii) ensures that material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company has disclosed, or at any time after February 2based on its most recent evaluation of such disclosure controls and procedures prior to the date hereof, 1996 was, an affiliate to the Company’s auditors and the audit committee of the Board of the Company (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are required reasonably likely to be disclosed adversely affect in any material respect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Filed Company SEC DocumentsCompany’s internal controls over financial reporting.

SEC Documents; Undisclosed Liabilities. The (a) Since June 20, 2020, the Company has filed and made available to Parent true and correct copies of or furnished with the SEC all forms, registration statements, reports, schedules, forms, schedules and statements and other documents required to be filed or furnished under the Exchange Act or the Securities Act. At the time filed (or, in the case of registration statements, solely on the dates of effectiveness) (except to the extent amended by the Company with the SEC since February 2, 1996 (the "a subsequently Filed Company SEC Documents"Document prior to the date of this Agreement, in which case as of the date of such amendment). As of its respective date, each Filed Company SEC Document complied in all material respects with the applicable requirements of the Exchange Act or and the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, be and did not contain any untrue statement of a material fact fact, or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinmade, in light of the circumstances under which they were made, not misleading. The Company has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Filed Company SEC Documents. As of the date hereof, neither the Company nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding or unresolved comments received by the Company from the SEC with respect to any of the Filed Company SEC Documents and, to the Knowledge of the Company, none of the Filed Company SEC Documents is the subject of ongoing SEC review or investigation. None of the Company Subsidiaries is subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act. (b) The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of the Company included in the Filed Company SEC Documents comply (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been (ii) were prepared in all material respects in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied in all material respects on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (iii) fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended covered thereby (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth reflected or reserved against in the consolidated balance sheet of the Company, as of February 26, 2022, or the notes thereto, included in the Filed Company SEC Documents (as defined in Section 3.08such balance sheet and the notes thereto, the “Company Balance Sheet”), as of the date of this Agreement, neither the Company nor and the Company Subsidiaries do not have any Company Subsidiary has any liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) other than (i) liabilities or obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet, (ii) liabilities or obligations not required by GAAP to be set forth on disclosed in a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichprepared in accordance with GAAP and the rules and regulations of the SEC applicable thereto, (iii) liabilities or obligations incurred in connection with the Transactions and (iv) liabilities or obligations that would not reasonably be expected to, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in Since February 26, 2022, neither the Company Disclosure Letternor any of the Company Subsidiaries has made or permitted to remain outstanding any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary. (d) The Company has established and maintains disclosure controls and procedures and a system of internal control over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From the date of the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, as of 2022 to the date of this Agreement, there are no material agreements, arrangements or understandings between the Company’s auditors and the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any party fraud, whether or not material, that involves management or other employees who ishave a significant role in the Company’s internal control over financial reporting, or at any time after February 2and, 1996 wasin each case, an affiliate of neither the Company that are required nor any of its Representatives has failed to be disclosed in disclose such information to the Filed Company’s auditors or the Company SEC DocumentsBoard.

SEC Documents; Undisclosed Liabilities. The Company (a) Except for the September 30, 2015 quarterly report on Form 10-Q, Textmunication has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company Textmunication with the SEC since February 2SEC, 1996 pursuant to Sections 13 and 15 of the Exchange Act, as applicable (the "Company “Textmunication SEC Documents"”). . (b) As of its respective filing date, each Company Textmunication SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company Textmunication SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Textmunication SEC Document has been revised or superseded by a later filed Textmunication SEC Document, none of Textmunication SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company Textmunication included in the Company Textmunication SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries Textmunication as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth in the Filed Company filed Textmunication SEC Documents (as defined in Section 3.08)Documents, as of the date of this Agreement, neither the Company nor any Company Subsidiary Textmunication has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries Textmunication or in the notes thereto which, individually thereto. Textmunication Disclosure Letter sets forth all financial and contractual obligations and liabilities (including any obligations to issue capital stock or in other securities of Textmunication) due after the aggregate, could reasonably be expected to have a Company Material Adverse Effectdate hereof. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as As of the date hereof, all liabilities of this AgreementTextmunication have been paid off and shall in no event remain liabilities of Textmunication, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in Shareholder following the Filed Company SEC DocumentsClosing.

SEC Documents; Undisclosed Liabilities. The Company has and the Company Subsidiaries have filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company them with the SEC since February 2November 1, 1996 1996, pursuant to Sections 13(a) and 15(d) of the Exchange Act (the "Company SEC Documents"). As of its respective date, each Company SEC Document (a) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, Document and (b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none ) and are in all material respects in accordance with the books of which are material)accounts and records of the Company and the Company Subsidiaries. Except as set forth in the Company SEC Documents filed and publicly available prior to the date of this Agreement (the "Filed Company SEC Documents (Documents"), and except as defined set forth in Section 3.08)3.06 of the Company Disclosure Letter, as of the date of this Agreement, Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto whichand that, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1998 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, and including without limitation the Recent Company SEC Documents (the "Company SEC Documents"). As of its their respective datedates (or, each if amended, at the time of such amended filing or, in the case of Securities Act registration statements, on their respective effective dates), the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Securities Act or the Securities Act of 1933, as amended (the "Securities Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not none of the Company SEC Documents (including any and all financial statements included therein) as of such dates and as of the date hereof (except as set forth in subsequent filings with the SEC prior to the date hereof) contained or contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents (the "Company SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.dates

SEC Documents; Undisclosed Liabilities. The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 1994 (the "Company SEC Documents"). As of its their respective datedates, each Company the SEC Document Documents complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended 1933 (the "Securities Act"), or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document was revised or superseded by a later filed SEC Document, none of the S▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been thereto in effect at the time of the filing of the respective SEC Documents were prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) presented the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except as set forth in the Filed Company SEC Documents (as defined in Section 3.08), as of the date of this Agreementhereto, neither the Company nor any Company Subsidiary of its subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP generally accepted accounting principles to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto thereto, except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the most recent consolidated balance sheet included in the SEC Documents which, individually or in the aggregate, could not reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.

SEC Documents; Undisclosed Liabilities. (a) The Company has and the Company Subsidiaries, including each of The Peoples Gas Light and Coke Company and North Shore Gas Company (together, the “Company Filing Subsidiaries” and each a “Company Filing Subsidiary”), have filed and made available to Parent true and correct copies of all reports, schedules, forms, registration statements, definitive proxy statements and other documents (together with all amendments thereof and supplements thereto) required to be filed by the Company or any Company Subsidiary with the SEC since February 2October 1, 1996 2004 (the "“Company SEC Documents"”). . (b) As of its respective date, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that 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 contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements (including the notes, if any, thereto) of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) as in effect on the respective dates thereof applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries Company Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). . (c) Except as set forth on the most recent audited balance sheet (or in the Filed notes thereto) of the Company included in the Company SEC Documents (as defined in Section 3.08), as of filed and publicly available prior to the date of this AgreementAgreement (the “Filed Company SEC Documents”), neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries Company Subsidiaries or in the notes thereto whichand that, individually or in the aggregate, could have had or would reasonably be expected to have a Company Material Adverse Effect. Except as disclosed in the Filed . (d) With respect to each Company SEC Documents Document that is a report on Form 10-K or in 10-Q or an amendment thereto, each of the principal executive officer and the principal financial officer of the Company Disclosure Letter(or each former principal executive officer and principal financial officer of Company) 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 (“SOX”) and the rules and regulations of the SEC promulgated thereunder. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither the Company nor any of its subsidiaries has arranged any “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. The Company has previously made available to Parent a true and complete copy of any reports by the Company’s management to the Company Board or any committee thereof relating to compliance with SOX, as well as the reports of any outside consultant or auditor with respect thereto. (e) The management of the Company has designed and implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), or caused such disclosure controls and procedures to be designed and implemented under their supervision, to ensure that material information relating to the Company, including consolidated Company Subsidiaries, is made known to the management of the Company by others within those entities. Since the date of this Agreementthe filing of the Company’s most recent quarterly report on Form 10-Q for the quarter ended March 31, there are no material agreements2006, arrangements or understandings between the Company Company’s outside auditors and any party who is, or at any time after February 2, 1996 was, an affiliate the audit committee of the Company Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that are involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Since September 30, 2005, any material change in internal control over financial reporting required to be disclosed in the any Filed Company SEC DocumentsDocument has been so disclosed. (f) Since September 30, 2005, (A) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls relating to periods after September 30, 2005, including any material complaint, allegation, assertion or claim that the Company or any Company Subsidiary has engaged in questionable accounting or auditing practices (except for any of the foregoing received after the date of this Agreement which have no reasonable basis), and (B) to the knowledge of the Company, no attorney representing the Company or any Company Subsidiary, whether or not employed by the Company or any Company Subsidiary, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after September 30, 2005, by the Company or any of its officers, directors, employees or agents to the Company Board or any committee thereof or to any director or executive officer of the Company. (g) Except for the Company Filing Subsidiaries, none of the Company Subsidiaries is, or has at any time since October 1, 2003 been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. (h) The Company is not and, at the Effective Time, will not be, an “ineligible issuer” as defined in Rule 405 under the Securities Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of or furnished all reports, schedules, forms, statements and other documents required to be filed or furnished by the Company with the SEC since February 2January 1, 1996 2004 (the "“Company SEC Documents"”). . (b) As of its respective date, and except to the extent revised or superseded by a later filed Company SEC Document, each Company SEC Document complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended shown (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). The unaudited consolidated statements of the Company on Form 10-Q included in the Company SEC documents have been prepared in accordance with the requirements of Regulation S-X of the SEC and, on that basis, fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and its consolidated results of operations and cash flows for the periods then ended. (c) Except as set forth in the Filed Company SEC Documents (as defined in Section 3.083.09), as of the date of this Agreement, Agreement neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could reasonably be expected thereto. (d) With respect to have a Company Material Adverse Effect. Except as disclosed in the Filed each Company SEC Documents Document that is a report on Form 10-K or in 10-Q or an amendment thereto: (1) the chief executive officer and the chief financial officer or chief accounting officer of the Company Disclosure Letter, as (the “Certifying Officers”) reviewed such report or amendment prior to its filing with the SEC; (2) based on the knowledge of the date Certifying Officers, and except to the extent revised or superseded by a later filed Company SEC Document, such report or amendment does not contain any untrue statement of this Agreementany material fact or omit to state a material fact necessary to make the statements made, there in light of the circumstances under which such statements were made, not misleading with respect to the period covered by such report or amendment; (3) based on the knowledge of the Certifying Officers, and except to the extent revised or superseded by a later filed Company SEC Document, the financial statements, and other financial information included in such report or amendment, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in such report or amendment; or (4) the Certifying Officers are no material agreements, arrangements or understandings between responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) for the Company and any party who have: (i) designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which such report or amendment was being prepared; (ii) evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of such report or amendment; and (iii) presented in such report or amendment their conclusions about the effectiveness of the Company’s disclosure controls and procedures. (e) None of the Company Subsidiaries is, or has at any time after February 2since January 1, 1996 was2004 been, an affiliate subject to the reporting requirements of Sections 13(a) and 15(d) of the Company that are required to be disclosed in the Filed Company SEC DocumentsExchange Act.

SEC Documents; Undisclosed Liabilities. (a) The Company has timely filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2relating to periods commencing on or after September 1, 1996 1998 (such reports, schedules, forms, statements and other documents being hereinafter referred to as the "Company SEC Documents"). As of its their respective datedates, each the Company SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC DocumentDocuments, and did not contain none of the Company SEC Documents as of such dates contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in all material respects the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments, none of which are material). . (b) Except as set forth in the most recent financial statements included in the Filed Company SEC Documents (as defined in Section 3.08)Documents, as of the date of this Agreement, neither the Company nor any Company Subsidiary has any no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or reflected in the notes thereto whichCompany's financial statements, individually and there is no existing condition, situation or in the aggregate, set of circumstances that could reasonably be expected to have result in such a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents liability or in the Company Disclosure Letter, as of the date of this Agreement, there are no material agreements, arrangements or understandings between the Company and obligation (including any party who is, or at any time after February 2, 1996 was, an affiliate of the Company that are required to be disclosed in the Filed Company SEC Documents.claims,

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all required reports, schedules, forms, statements and other documents required to be filed by the Company (including exhibits and all other information incorporated therein) with the SEC since February 2January 1, 1996 2000 (the "“Company Filed SEC Documents"”). As of its their respective datefiling dates, each the Company Filed SEC Document Documents complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended amended, and the rules and regulations promulgated thereunder (the "“Securities Act")”) or the Exchange Act, as the case may be, and the rules and regulations none of the Company Filed SEC promulgated thereunder applicable to such Company SEC Document, and did not contain Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in a Company Filed SEC Document has been revised or superseded in a Company Filed SEC Document, none of the Company Filed SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The consolidated financial statements of the Company included in the Company Filed SEC Documents comply complied as to form form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto (the “Accounting Rules”), have been prepared in accordance with United States generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present present, in accordance with applicable requirements of GAAP (exceptin all material respects, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring non-material year-end audit adjustments, none of which are material). Except (i) as set forth reflected in the most recent financial statements included in the Company Filed Company SEC Documents or in the notes thereto or (as defined ii) for liabilities (A) incurred in Section 3.08), as the ordinary course of business since the date of this Agreementthe most recent financial statements included in the Company Filed SEC Documents, (B) relating to obligations under leases and contracts in accordance with the terms and conditions thereof which are not required by GAAP to be reflected on a regularly prepared balance sheet and (C) incurred in connection with the Transactions, including any fees and expenses to be paid by the Company, neither the Company nor any Company Subsidiary of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries or in the notes thereto which, individually or in the aggregate, could that would reasonably be expected likely to have a Company Material Adverse Effect. Except as disclosed in the Filed Company SEC Documents or in . (c) Section 3.5(c) of the Company Disclosure Letter, Letter contains the unaudited consolidated financial statements of the Company as of November 30, 2003 and such financial statements have been prepared in accordance with GAAP applied on a consistent basis and present fairly, in all material respects, the date financial position of this Agreement, there are no material agreements, arrangements or understandings between the Company and any party who isits consolidated Subsidiaries as of November 30, or at any time after February 2, 1996 was, an affiliate 2003 and their consolidated results of operations and cash flows for the period then ended (subject to the absence of footnotes thereto and to normal and recurring year-end adjustments). (d) The Company has established and maintained (i) disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) and (ii) internal controls over financial reporting (as defined in Rule 13a-15 promulgated under the Exchange Act). To the Knowledge of the Company Company, (i) such disclosure controls and procedures are effective to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company's senior management by others within those entities, particularly during the period when the Company's periodic reports to which such information relates are required to be disclosed prepared, (ii) such internal controls over financial reporting provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (iii) there are no significant deficiencies or material weaknesses in the Filed design or operation of Company's internal controls which could materially adversely affect Company's ability to record, process, summarize and report financial data and (iv) there is no fraud, whether or not material, that involves management or other employees who have a significant role in Company's internal controls. As used in this Section 3.5(b), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (e) The Company has timely filed and made available to Parent all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) with respect to any Company SEC DocumentsDocument.

SEC Documents; Undisclosed Liabilities. (a) The Company has filed and made available to Parent true and correct copies of all reports, schedules, forms, statements and other documents required to be filed by the Company with the SEC since February 2January 1, 1996 2003 (the "“Company SEC Documents"”). . (b) As of its respective date, each Company SEC Document complied as to form in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "“Securities Act"”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent modified or corrected prior to the date hereof by a subsequently filed Company SEC Document. The consolidated financial statements statements, including the notes thereto (the “Company Financial Statements”), of the Company included in the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in accordance with applicable requirements of GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) presented the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, none of which are material). Except . (c) Other than as set forth disclosed in the Filed Company SEC Documents Financial Statements (as defined in Section 3.08including the notes thereto), as of the date of this Agreement, neither the Company nor any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (i) required by GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated subsidiaries liabilities or obligations incurred since June 26, 2004 in the notes thereto ordinary course of business, (ii) liabilities and obligations relating to, or incurred in connection with, the Transactions, and (iii) liabilities and obligations which, individually or in the aggregate, could reasonably be expected to would not have or result in a Company Material Adverse Effect. . (d) Neither the Company nor any Company Subsidiary is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including without limitation any Contract relating to any transaction, arrangement or relationship between or among the Company or any Company Subsidiaries on the one hand, and any unconsolidated Affiliate, including without limitation any structured finance, special purpose or limited purpose entity or person, on the other hand) where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving the Company or any Company Subsidiaries in the Company’s consolidated financial statements. (e) Except as disclosed in the Filed Company SEC Documents or in Financial Statements, there is no outstanding indebtedness for borrowed money of the Company Disclosure Letter, as of the date of this Agreement, or any Company Subsidiary and there are no material agreements, arrangements or understandings between guarantees by the Company and or any party who is, or at any time after February 2, 1996 was, an affiliate Company Subsidiary of the Company that are required to be disclosed in the Filed Company SEC Documentsindebtedness of third parties for borrowed money.