Common use of SEC Documents Clause in Contracts

SEC Documents. Parent has filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of 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 thereunder; 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent (a) Buyer has filed all of the documents reports required to be filed by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2018, and Buyer has made available to the Sellers (including through the SEC’s ▇▇▇▇▇ database) true, correct and complete copies of all such reports (collectively, the "Horseshoe Reports"“Buyer’s SEC Documents”). As of their respective dates, each of the Horseshoe Reports (a) Buyer’s SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”), and none of the Buyer’s SEC Documents, as the case may beof their respective dates, and the rules and regulations thereunder; and (b) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d. (b) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent financial statements (including, in each case, any notes thereto) contained in the Buyer’s SEC Documents was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated in the notes thereto and except that financial statements included in or incorporated by reference into the Horseshoe Reports (including the related with interim reports do not contain all notes to such financial statements) and schedules) each fairly present presented in all material respects the consolidated statements financial position, results of income, retained earnings or operations and changes in stockholders’ equity and cash flows, flows of Buyer and its consolidated subsidiaries as at the case may be, of Parent respective dates thereof and for the respective periods set forth indicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would are not be material in amount expected, individually or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes theretoaggregate, to be material). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC since January 1, 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Parent Reports"), and Parent has filed all of the forms, reports and documents required to be filed by Parent it with the Securities SEC pursuant to relevant securities statutes, regulations, policies and Exchange Commission ("SEC") rules since January 1, 1997 (collectively, the "Horseshoe Reports")such time. As of their respective dates, the Horseshoe Parent Reports (ai) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Parent Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material Q under the Exchange Act), in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsnoted therein.

SEC Documents. Parent ▇▇▇▇▇▇ has filed with the SEC all of the documents (including exhibits and any amendments thereto) required to be so filed by Parent with the Securities and Exchange Commission ("SEC") it since January 1, 1997 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Edge each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Horseshoe ▇▇▇▇▇▇ Reports"). As of their its respective datesdate, the Horseshoe Reports each ▇▇▇▇▇▇ Report (ai) complied as to form in all material respects with the applicable requirements of 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 thereunder; thereunder and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe ▇▇▇▇▇▇ Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present presents in all material respects the consolidated financial position of ▇▇▇▇▇▇ and its Subsidiaries as of its date, and each of the consolidated statements of incomeoperations, retained earnings cash flows and changes in stockholders' equity included in or incorporated by reference into the ▇▇▇▇▇▇ Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent ▇▇▇▇▇▇ and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which would will not be material in amount or effect). The ; and said financial statements of Parent, (including the related notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and schedules) have been prepared in accordance with GAAP generally accepted accounting principles which have been consistently applied (throughout the periods covered thereby, except as may be indicated noted therein. Except as and to the extent set forth on the consolidated balance sheet of ▇▇▇▇▇▇ and its Subsidiaries included in the ▇▇▇▇▇▇ Reports, including all notes thereto, as of the date of such balance sheet, neither ▇▇▇▇▇▇ nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of ▇▇▇▇▇▇ or in the notes thereto). Since December 31thereto prepared in accordance with generally accepted accounting principles consistently applied, 1997other than liabilities or obligations which have not had and could not reasonably be expected to have, there has been no material change in Parent's accounting methods individually or principles, except as described in the notes to such Parent financial statementsaggregate, a ▇▇▇▇▇▇ Material Adverse Effect.

SEC Documents. Parent Prior to the date hereof, ENVOY has filed delivered to the Shareholders copies of all of the documents required to be filed filings made by Parent ENVOY with the Securities and Exchange Commission since December 31, 1996 ("SEC") since January 1, 1997 (collectively, the "Horseshoe ENVOY Reports"). As of their respective dates, the Horseshoe The ENVOY Reports (ai) complied as to form were prepared in all material respects in accordance with the applicable requirements of 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 promulgated thereunder; , and (bii) as of their respective dates, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe ENVOY Reports (including the related notes and schedules) fairly present in all material respects presents the consolidated financial position of ENVOY as of its date and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the ENVOY Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, flows of Parent ENVOY for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included ) in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated in noted therein, and such financial statements have been prepared from the notes thereto)books and records of ENVOY. Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in These representations shall be deemed to be made with respect to ENVOY Reports filed subsequent to the notes to such Parent financial statementsdate hereof at the time of their filing.

SEC Documents. Parent has filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") since Since January 1, 1997 (collectively2012, the "Horseshoe Reports"Company has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Company was required to file under Section 13, 14(a), and 15(d) of the Exchange Act (the “SEC Documents”). As of their respective filing dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Exchange 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 thereunder; of the SEC promulgated thereunder applicable to such SEC Documents, and (b) 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent Except to the extent that information contained in any SEC Document has timely been revised or superseded by a later filed with SEC Document none of the SEC all reports Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be filed under Sections 13stated therein or necessary in order to make the statements therein, 14 and 15(d) in light of the Exchange Act since January 1circumstances under which they were made, 1997not misleading. Each Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports SEC Documents (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parentincluded therein), including the notes thereto, included (ii) as disclosed in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoSchedule 2.6, and have been prepared in accordance with GAAP consistently applied (except as may be indicated iii) for current liabilities incurred in the notes thereto). Since ordinary course of business since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements2012.

SEC Documents. (a) Acquiror Parent has timely filed with or furnished the Commission since January 1, 2016 with all of the documents SEC Documents required to be filed or furnished by Parent with the Securities it. The SEC Documents, including any audited or unaudited financial statements and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended any notes thereto or schedules included therein (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Financial Statements”), as at the case may be, and time filed or furnished (except to the rules and regulations thereunder; and extent corrected by a subsequently filed or furnished SEC Document filed or furnished prior to the Execution Date) (bi) 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 made therein, therein (in the light of the circumstances under which they were made, ) not misleading. Parent has timely filed , (ii) complied in all material respects with the SEC all reports required to be filed under Sections 13, 14 and 15(d) applicable requirements of the Exchange Act since January 1, 1997. Each of and the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flowsSecurities Act, as the case may beapplicable, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, and have been (iv) in the case of the Financial Statements, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or the omission of notes to the extent permitted by Regulation S-K or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and subject, in the case of interim financial statements, to normal year-end adjustments, and (v) in the case of the Financial Statements, fairly present in all material respects the consolidated financial condition, results of operations, and cash flows of Acquiror Parent as of the dates and for the periods indicated therein. (b) The Acquiror Parent has heretofore furnished to the Contributor Parent true, correct and complete copies of any and all submission, filings, amendments or modifications (including Commission comments and responses to Commission comments) which have either (i) not been filed with the Commission but which are expected to be filed in the same or in a similar form, or (ii) which are not currently publicly available on the Commission’s E▇▇▇▇ system. Since In addition, the Acquiror Parent has heretofore furnished to the Contributor Parent in unredacted form true, correct and complete copies of each Exhibit filed with the Commission and reflected in the Acquiror Parent’s Annual Report on Form 10-K for the year ended December 31, 19972016 or on Forms 10-Q or 8-K for any later date or period, there which has been no material change filed in Parent's accounting methods or principles, except as described in the notes redacted form pursuant to such Parent financial statementsa confidential treatment request.

SEC Documents. Parent (a) Basic has filed with the SEC all of the documents required to be so filed by Parent with the Securities and Exchange Commission ("SEC") it since January 1, 1997 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Grey Wolf each registration statement, periodic or other report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Horseshoe “Basic Reports"”). As of their respective datesused in this Section 4.7, the Horseshoe Reports (a) term “file” shall include any reports on Form 8-K furnished to the SEC. As of its respective date or, if amended by a subsequent filing prior to the date hereof, on the date of such filing, each Basic Report complied as to form in all material respects with the applicable requirements of 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, SOX and the rules and regulations thereunder; thereunder 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Basic Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of Basic and the Basic Subsidiaries as of its date, and each of the consolidated statements of incomeoperations, retained earnings cash flows and changes in stockholders’ equity included in or incorporated by reference into the Basic Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders’ equity, as the case may be, of Parent Basic and the Basic Subsidiaries for the periods set forth therein (subjectsuch consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the case of unaudited statementsnotes and schedules thereto, to normal year-end audit adjustments which would not be material in amount or effectthe “Basic Financial Statements”). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply Basic Financial Statements (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been (ii) were prepared in accordance with GAAP consistently applied (during the periods involved, except as may be indicated noted in the notes theretoBasic Financial Statements or as permitted by Form 10-Q or Form 8-K. (b) Basic has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Basic has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Since Basic’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Basic in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Basic as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Basic has completed its assessment of the effectiveness of Basic’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 19972007, there and such assessment concluded that such controls were effective. To the knowledge of Basic, it has been no material change in Parent's accounting methods or principlesdisclosed, except as described based on its most recent evaluations, to Basic’s outside auditors and the audit committee of the Basic Board (i) all significant deficiencies in the notes design or operation of internal controls over financial reporting and any material weaknesses, which have more than a remote chance to materially adversely affect Basic’s ability to record, process, summarize and report financial data (as defined in Rule 13a-15(f) of the Exchange Act) and (ii) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Basic’s internal controls over financial reporting. (c) Since January 1, 2007, to the knowledge of Basic, neither Basic nor any of the Basic Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Basic or any of the Basic Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Basic or any of the Basic Subsidiaries, including any material complaint, allegation, assertion or Claim that Basic or any of the Basic Subsidiaries has a “material weakness” (as such Parent terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof), in Basic’s internal controls over financial statementsreporting.

SEC Documents. Parent has filed made available to the Company a true and complete copy of Amendment No. 7 to Parent's S-1 Registration Statement (including all of exhibits thereto) relating to Parent's initial public offering, Form 10-Q for the documents required to be quarter ended June 30, 1999 filed by Parent with the Securities and Exchange Commission (the "SEC") since January 1), 1997 and the Form 8-K's filed on June 10, 1999, June 25, 1999 and August 10, 1999 by Parent with the SEC (collectively, the "Horseshoe ReportsPARENT SEC DOCUMENTS"). As of their respective dates, the Horseshoe Reports (a) Parent SEC Documents complied as to form in all material respects with the applicable requirements of 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 thereunder; of the SEC thereunder applicable to such Parent SEC Documents, and (b) did not contain as of their respective filing dates, none of the 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 The audited consolidated financial statements and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets unaudited interim financial statements of Parent included in the Parent SEC Documents (collectively, the "PARENT FINANCIAL STATEMENTS") were prepared in accordance with GAAP (except as may be indicated therein or incorporated in the notes thereto and except with respect to unaudited statements as permitted by reference into the Horseshoe Reports (including the related notes Form 10-Q) and schedules) fairly present in all material respects the consolidated statements financial position of income, retained earnings Parent as of the respective dates thereof or the results of operations and cash flowsflows for the respective periods then ended, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit normal, recurring adjustments which would are not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto)aggregate. Since December 31June 30, 19971999 and until the date of this Plan of Merger, there has been no material change in Parent's accounting methods or principles, except as described policies which would require disclosure in the notes to such Parent financial statementsParent's Financial Statements under GAAP.

SEC Documents. Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC since January 1, 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Parent Reports"), and Parent has filed all of the forms, reports and documents required to be filed by Parent it with the Securities SEC pursuant to relevant securities statutes, regulations, policies and Exchange Commission ("SEC") rules since January 1, 1997 (collectively, the "Horseshoe Reports")such time. As of their respective dates, the Horseshoe Parent Reports (ai) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Parent Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations Q of the SEC with respect theretoSEC), and have been prepared in each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsnoted therein.

SEC Documents. Parent CEC has delivered or made available to the Noteholder each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed since December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "CEC Reports"). The CEC Reports, which, except as otherwise disclosed, were filed with the SEC in a timely manner, constitute all of the forms, reports and documents required to be filed by Parent with CEC under the 33 Act, the Securities and Exchange Commission Act of 1934, as amended (the "SEC34 Act") since January 1, 1997 (collectively, and the "Horseshoe Reports")rules and regulations promulgated thereunder. As of their respective dates, the Horseshoe CEC Reports (a) complied as to form in all material respects with the applicable requirements of the Securities 33 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 thereunder; 34 Act 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 to make the statements made therein, in the light of the circumstances under which they were made, therein not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent CEC included in or incorporated by reference into the Horseshoe CEC Reports (including the related notes and schedules) fairly present in all material respects presents the consolidated financial position of CEC as of its date and each of the statements of income, retained earnings and cash flows of CEC included in or incorporated by reference into the CEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent CEC for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated noted therein and except, in the notes thereto). Since December 31case of any unaudited statements, 1997, there has been no material change in Parent's accounting methods or principles, except as described in permitted by Form 10-Q promulgated under the notes to such Parent financial statements34 Act.

SEC Documents. (a) Parent has timely filed with the SEC all of the documents (including exhibits and any amendments thereto) required to be so filed by Parent with the Securities and Exchange Commission ("SEC") it since January 1, 1997 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Horseshoe “Parent Reports"”). As of their its respective datesdate, the Horseshoe Reports each Parent Report (ai) complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other Applicable Law, as the case may be, and and, in each case, the applicable rules and regulations thereunder; of the SEC thereunder and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(dthe date hereof. (b) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Parent Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end recurring audit adjustments which would not be material normal in amount or effect). The nature and amount) the consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of Parentoperations, including the notes thereto, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Horseshoe Parent Reports comply as to form (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and have been the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied (during the periods involved, except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since December 31January 1, 19972007, there (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material change compliance with Applicable Law and recorded in Parent's accounting methods ’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or principlessimilar practices with respect to the effective date of grant or exercise price, except as described as, individually or in the notes aggregate, has not had and would not be reasonably likely to such have or result in a Parent financial statementsMaterial Adverse Effect.

SEC Documents. The Company has made available to Parent has filed all of the documents required to be each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent the Company with the Securities and Exchange Commission ("SEC") since January 1, 1997 2001, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Horseshoe Company Reports"), and the Company has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Horseshoe Company Reports (ai) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Company Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings cash flows and stockholders' equity included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations Q of the SEC with respect theretoSEC), and have been prepared in each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsnoted therein.

SEC Documents. Parent 3.7.1. CSI has furnished RP with each registration statement, Quarterly Report on Form 10-QSB, Report on Form 8-KSB, report, proxy statement or information statement, including all exhibits thereto, prepared by CSI since September 18, 1997, including, without limitation, (a) its Annual Report on Form 10-KSB for its fiscal year ended December 31, 1997 (the "CSI Balance Sheet Date") which includes the consolidated balance sheets of CSI and its Subsidiaries (the "CSI Balance Sheet") as of such date (the "CSI Balance Sheet Date") and CSI's Quarterly Reports on Form 10- QSB, and Reports on Form 8-K filed all since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on May 9, 1998, each of (a) and (b) in the documents required to be form (including exhibits and any amendments thereto) filed by Parent with the Securities and Exchange Commission (the "SEC") since January 1, 1997 and the items in (collectivelya) and (b), the "Horseshoe CSI Reports"). ." As of their respective dates, the Horseshoe CSI Reports (aincluding, without limitation, any financial statement or schedules included or incorporated by reference therein) (i) complied as to form were prepared in all material respects in accordance with the applicable requirements of 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 respective rules and regulations thereunder; , and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 The 1996 and 15(d) 1997 consolidated financial statements of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent CSI included in or incorporated by reference into the Horseshoe CSI Reports (including the related notes and schedules) fairly present fairly, in all material respects the consolidated statements financial position of incomeCSI and its Subsidiaries as of December 31, retained earnings or 1997 and 1996 and the consolidated results of their operations and their cash flowsflows for such fiscal periods, as the case may bein conformity with generally accepted accounting principles ("GAAP"), of Parent for consistently applied during the periods involved. Except as and to the extent set forth therein (subject, in on the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of ParentCSI Balance Sheet, including the all notes thereto, included or as set forth in the CSI Reports or incorporated by reference into the Horseshoe Reports comply as CSI Disclosure Schedule, neither CSI nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to form in all material respects with applicable accounting requirements and with the published rules and regulations be reflected on, or reserved against in, a consolidated balance sheet of the SEC with respect theretoCSI, and have been prepared in accordance with GAAP GAAP, consistently applied (applied, except as may be indicated liabilities arising in the notes thereto). Since December 31ordinary course of business since such date which would not reasonably be expected to have, 1997, there has been no material change in Parent's accounting methods individually or principles, except as described in the notes to such Parent financial statementsaggregate, a CSI Material Adverse Effect.

SEC Documents. Parent (a) Millennium has timely filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("the “SEC"”) since January 1all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 1997 14(a) and 15(d) of the Exchange Act. Millennium and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2004 pursuant to Section 13(a) of the Exchange Act without regard to Rule 12b-25. Millennium has made available to Lyondell each registration statement, report, proxy statement or information statement (other than preliminary materials) it or its Subsidiaries have so filed in the preceding three fiscal years and during 2004, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Horseshoe “Millennium Reports"”). As of their its respective datesdate, the Horseshoe Reports each Millennium Report (ai) complied as to form in all material respects in accordance with the applicable requirements of 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 thereunder; thereunder and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Millennium Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of Millennium and its Subsidiaries as of its date, and each of the consolidated statements of incomeoperations, retained earnings cash flows and changes in stockholders’ equity included in or incorporated by reference into Millennium Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders’ equity, as the case may be, of Parent Millennium and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments which would not adjustments), in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except as may be material in amount or effect). The financial noted therein, except for such consolidated balance sheets and consolidated statements of Parentoperations, cash flows and changes in stockholders equity, if any, as have been modified or restated and have been included in subsequent filings with the SEC prior to the date hereof. (b) Except as and to the extent set forth on the consolidated balance sheet of Millennium and its Subsidiaries included in the Millennium 2003 10-K, including the all notes thereto, included as of the date of such balance sheet, neither Millennium nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, the balance sheet of Millennium or in the notes thereto prepared in accordance with U.S. generally accepted accounting principles consistently applied, other than liabilities or incorporated obligations which do not and are not reasonably likely to have, individually or in the aggregate, a Millennium Material Adverse Effect. (c) The Chief Executive Officer and Chief Financial Officer of Millennium have made all certifications required by reference into Section 302 and Section 906 of the Horseshoe Reports comply ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any related rules and regulations promulgated by the SEC; such certifications are complete and correct, contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and Millennium is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable effective listing and corporate governance rules of the NYSE. Neither Millennium nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing or submission of the certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and made by its Chief Executive Officer and Chief Financial Officer. (d) Millennium has in place the “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Millennium to form engage in the review and evaluation process mandated by the Exchange Act. Millennium’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Millennium in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Millennium’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Millennium referenced in Section 5.8(c). (e) Millennium and its Subsidiaries maintain accurate books and records reflecting in all material respects with applicable its assets and liabilities and maintain proper and adequate internal accounting requirements and with controls. (f) Neither Millennium nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the published rules and regulations extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Millennium. No loan or extension of credit is maintained by Millennium or its Subsidiaries to which the second sentence of Section 13(k)(1) of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsExchange Act applies.

SEC Documents. Parent TCP has filed delivered to the Sellers each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since March 11, 1997, which reports constitute all of the documents required to be filed by Parent TCP with the Securities and Exchange Commission ("SEC") since January 1such date, 1997 each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Horseshoe TCP Reports"). As of their respective dates, the Horseshoe TCP Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent TCP included in or incorporated by reference into the Horseshoe TCP Reports (including the related notes and schedules) fairly present in all material respects the consolidated financial position of TCP as of its date, and each of the consolidated statements of income, retained earnings and cash flows of TCP included in or incorporated by reference into the TCP Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent TCP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP consistently applied (during the periods involved, except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsnoted therein.

SEC Documents. Parent (a) Since January 1, 2008, the Company has filed all of the documents required to be filed by Parent with with, or furnished to, the Securities and Exchange Commission ("the “SEC"”) since January 1, 1997 all documents required to be filed or furnished by the Company under the Securities Act or the Exchange Act (collectively, the "Horseshoe Reports"“Company SEC Documents”). None of the Subsidiaries of the Company is, or has at any time been, subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act. As of their respective dates, the Horseshoe Reports (a) Company SEC Documents complied as to form in all material respects with the applicable requirements of 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 as of their respective dates and except as amended or supplemented prior to the rules and regulations thereunder; and date hereof (b) did not contain or with respect to Company SEC Documents filed or furnished after the date hereof, except as amended or supplemented prior to the Closing Date), 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed , except that no representation is made by the Company with respect to information supplied by Parent, Sub or their respective Subsidiaries in writing for inclusion in the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997Proxy Statement/Prospectus. Each of the consolidated balance sheets financial statements of Parent the Company (including, in each case, any notes thereto) included in the Company SEC Documents (collectively, the “Company Financial Statements”) have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or incorporated by reference into in the Horseshoe Reports (including the related notes thereto) and schedules) fairly present in all material respects the financial position of the Company and its consolidated statements Subsidiaries as at the dates thereof and the results of income, retained earnings or their operations and cash flows, as the case may be, of Parent flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments set forth therein). As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any pending or unresolved comments from the SEC or any other Governmental Entity with respect to any of the Company SEC Documents. (b) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities, obligations or contingencies which (i) are reflected, or for which reserves are established, on the consolidated balance sheet of the Company as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) were incurred in the ordinary course of business since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) would not reasonably be material expected to have, individually or in amount the aggregate, a Company Material Adverse Effect or effect). The financial statements of Parent, including the notes thereto, included (iv) have been incurred in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and connection with the published performance by the Company of its obligations under this Agreement or the transactions contemplated hereby. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any indebtedness for borrowed money or has guaranteed indebtedness for borrowed money of another Person (other than the Company or a wholly owned Subsidiary of the Company). (c) Each of the 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 the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company SEC Documents. For purposes of the SEC with respect theretopreceding sentence, “principal executive officer” and “principal financial officer” have been prepared the meanings ascribed to those terms under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) To the Knowledge of the Company, since January 1, 2008 and prior to the date of this Agreement, none of the Company, any of its Subsidiaries or any director, officer, auditor, accountant or representative of the Company or any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing 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 any of their respective officers, directors, employees or agents, to the current Board of Directors or any committee thereof or to any current director or executive officer of the Company. (e) The Company and its Subsidiaries have designed and maintain internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP consistently applied (except ii) that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with the authorization of management and directors of the Company and such Subsidiaries and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s or its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. The Company has designed and maintains disclosure controls and procedures (as may defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information required to be indicated disclosed by the Company in the notes thereto). Since December 31reports that the Company files or submits under the Exchange Act is recorded, 1997processed, there has been no material change in Parent's accounting methods or principles, except as described summarized and reported within the time periods specified in the notes SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such Parent reports. (f) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Company Contract (including any Company Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Company Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statementsstatements or other Company SEC Documents. (g) Since January 1, 2009, the Company has not received any oral or written notification of any “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that the Company’s independent accountants certify 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 Release No. 2007-005 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

SEC Documents. Parent Santa ▇▇ ▇▇▇▇▇▇ has made available to Devon each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Santa ▇▇ ▇▇▇▇▇▇ with the SEC since January 1, 1999, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Santa ▇▇ ▇▇▇▇▇▇ Reports"), and Santa ▇▇ ▇▇▇▇▇▇ has filed all of the forms, reports and documents required to be filed by Parent it with the Securities SEC pursuant to relevant securities statutes, regulations, policies and Exchange Commission ("SEC") rules since January 1, 1997 (collectively, the "Horseshoe Reports")such time. As of their respective dates, the Horseshoe Santa ▇▇ ▇▇▇▇▇▇ Reports (ai) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied in all material respects with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Santa ▇▇ ▇▇▇▇▇▇ Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of Santa ▇▇ ▇▇▇▇▇▇ and its Subsidiaries as of its date and each of the consolidated statements of operations, comprehensive income, retained earnings cash flows and stockholders' equity included in or incorporated by reference into the Santa ▇▇ ▇▇▇▇▇▇ Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent Santa ▇▇ ▇▇▇▇▇▇ and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations Q of the SEC with respect theretoSEC), and have been prepared in each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated in the notes thereto)noted therein. Since December 31, 19971999, there has been no material change in Parent's accounting methods neither Santa ▇▇ ▇▇▇▇▇▇ nor any of its Subsidiaries had any liabilities or principlesobligations of any nature (whether accrued, except as described absolute, contingent or otherwise), other than liabilities or obligations disclosed in the notes to such Parent financial statementsSanta ▇▇ ▇▇▇▇▇▇ Reports or which would not have, individually or in the aggregate, a Santa ▇▇ ▇▇▇▇▇▇ Material Adverse Effect.

SEC Documents. Parent has filed all of the required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2005. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (collectively, including those that Parent may file subsequent to the "Horseshoe date hereof until the Effective Time) are referred to herein as the “Parent SEC Reports"). .” As of their respective dates, the Horseshoe Parent SEC Reports (ai) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed None of Parent’s subsidiaries is required to file any forms, reports or other documents with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsSEC.

SEC Documents. Parent has filed or furnished, as applicable, all of the reports, schedules, forms, statements and other documents required to be filed by Parent it with or furnished by it to the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 1999 (collectively, the "Horseshoe ReportsPARENT SEC DOCUMENTS"). As of their its respective datesdate, the Horseshoe Reports (a) each Parent SEC Document, including any financial statements or schedules included therein, complied as to form in all material respects with the applicable requirements of the Securities Exchange 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 thereunder; of the SEC promulgated thereunder applicable to such Parent SEC 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the The consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including Parent and its consolidated subsidiaries included in the Parent SEC Documents have been prepared in accordance with generally accepted accounting principles in France ("FRENCH GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), included in or incorporated by reference into the Horseshoe Reports include such additional disclosures as are required by, and comply as to form in all material respects with applicable accounting requirements and with with, the published rules and regulations of the SEC with respect thereto, and have been prepared present fairly, in accordance with GAAP consistently applied all material respects, the consolidated financial position of 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 (except as may be indicated subject, in the notes theretocase of unaudited statements, to normal, recurring year-end audit adjustments). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent Frontier has made available to Holly each registration statement, report, proxy statement or informa▇▇▇▇ statement (other than preliminary materials) filed by Frontier with the SEC since December 31, 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Frontier Reports"), and Frontier has filed all of the forms, reports and documents required to be filed by Parent it with the Securities SEC pursuant to relevant securities statutes, regulations, policies and Exchange Commission ("SEC") rules since January 1, 1997 (collectively, the "Horseshoe Reports")such time. As of their respective dates, the Horseshoe Frontier Reports (ai) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified or superseded by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Frontier Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of Frontier and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings cash flows and stockholders' equity included in or incorporated by reference into the Frontier Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent Frontier and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and except that the unaudited interim financial statements were or are subject to normal and recurring year-end audit adjustments which would were not or are not expected to be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent Buyer has filed made all of the documents required to be filed by Parent filings with the United States Securities and Exchange Commission (the "SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) complied as that it has been required to form in all material respects with the applicable requirements of make under the Securities Act of 1933Act, as amended (the "Securities Act") or and the Securities Exchange Act of 1934, as amended (the "Exchange Act") (all such filings, as amended, are referred to herein as the "SEC Documents"). Each of the SEC Documents has complied with the Securities Act and the Exchange Act in all material respects. As of their respective dates, and except as amended, the SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the rules and regulations thereunder; and (b) did not contain 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent Buyer has timely delivered to the Seller Parties a correct and complete copy of each SEC Document (together with all exhibits and schedules thereto), as amended to date, filed with since December 31, 1995. The financial statements of Buyer included in the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports Documents (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports schedules comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto)thereto or, in the case of the unaudited statements, as permitted by Form 10-Q) and fairly present (subject, in the case of the unaudited statements, to normal recurring audit adjustments) the financial position of Buyer at the dates thereof and the results of operations, cash flows and changes in stockholder's equity for the periods then ended. Since December 31September 30, 19971996, there has not been no any material adverse change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementscondition of Buyer.

SEC Documents. Parent Buyer has filed all of the documents required to be filed by Parent with the Securities and Exchange Commission (the "SEC") since January 1all reports, 1997 statements, schedules and other documents (collectively, the "Horseshoe ReportsSEC Documents") required to be filed by it pursuant to the Securities Act and the Securities Exchange Act of 19▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). Since December 31, 1998, all SEC Documents required to be filed were timely filed, except for those listed on Schedule 3.05 hereto. As of their respective dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of 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; , and (b) did not contain none of the SEC Documents, at the time they were filed with the SEC, 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with As of their respective dates, the financial statements included in the SEC Documents (the "Financial Statements") complied as to form in all reports required to be filed under Sections 13, 14 material respects with applicable accounting requirements and 15(d) the published rules and regulations of the Exchange Act since January 1, 1997SEC with respect thereto. Each Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of the consolidated balance sheets of Parent included unaudited interim statements, as permitted by Form 10-Q under the Exchange Act, the Financial Statements have been prepared in or incorporated by reference into the Horseshoe Reports (including the related notes accordance with generally accepted accounting principles consistently applied and schedules) fairly present in all material respects the consolidated statements financial position of income, retained earnings or Buyer and its subsidiaries as of the dates thereof and the results of its operations and cash flows, as the case may be, of Parent flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments which would not be material in amount or effectand footnotes). The financial statements of Parent, including Except as set forth in the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and Financial Statements filed with the published rules and regulations SEC prior to the date hereof, neither Buyer nor any of the SEC with respect theretoits subsidiaries has any liabilities, and have been prepared in accordance with GAAP consistently applied whether absolute, contingent or otherwise, other than (except as may be indicated i) liabilities incurred in the notes thereto). Since December 31ordinary course of business subsequent to the date of such Financial Statements, 1997, there has been no material change in Parent's accounting methods or principles, except as described (ii) obligations under contracts and commitments incurred in the notes ordinary course of business and not required under generally accepted accounting principles to be reflected in such Parent Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial statementscondition or operating results of Buyer or any of its subsidiaries and (iii) liabilities and obligations incurred in connection with this Agreement.

SEC Documents. Parent Prior to the date hereof, PMT has filed delivered to Data Transfer copies of all of the documents required to be PMT's Annual Reports on Forms 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed by Parent with the Securities and Exchange Commission ("SEC") since January 1June 14, 1997 1996, and its proxy statement dated November 14, 1995 (collectively, the "Horseshoe PMT Reports"). As of their respective dates, the Horseshoe The PMT Reports (ai) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act"), as the case may be, ) and the rules and regulations promulgated thereunder; , and (bii) as of their respective dates, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe PMT Reports (including the related notes and schedules) fairly present in all material respects presents the consolidated financial position of PMT as of its date and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the PMT Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, flows of Parent PMT for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included ) in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated in noted therein. These representations shall be deemed to be made with respect to PMT Reports filed subsequent to the notes thereto)date hereof at the time of their filing. Since December 31, 1997, there PMT has been no material change in Parent's accounting methods or principles, except as described in made all filings required to be filed by PMT under the notes to such Parent financial statements▇▇▇▇ ▇▇▇.

SEC Documents. The Parent has filed all delivered or made available to General Physics a true and complete copy of the documents required to be each material report, schedule, registration statement and definitive proxy statement filed by the Parent with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 1993 (collectivelyas such documents have since the time of their filing been amended, the "Horseshoe ReportsNPD SEC Documents")) which are all the documents (other than preliminary material) that the Parent was required to file with the SEC since such date. As of their respective dates, the Horseshoe Reports Forms 10-K and 10-Q included in the NPD SEC Documents (athe "NPD Reports") complied as to form in all material respects with the applicable requirements of 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 thereunder; of the SEC thereunder applicable to such NPD Reports and (b) did not contain none of the NPD Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the The consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, Parent and its consolidated Subsidiaries included in or incorporated by reference into the Horseshoe NPD Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited statements, to such normal year-end audit adjustments) the consolidated financial position of the Parent financial statementsand its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. No representation or warranty is made as to any of the matters in this Section 3.2(d) with respect to General Physics or its subsidiaries.

SEC Documents. Parent (a) The Purchaser has filed all of the forms, reports and ------------- documents required to be filed by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1October 16, 1997 1995 (collectively, the "Horseshoe Purchaser Reports"). As of their respective dates, the Horseshoe Purchaser Reports and any such reports, forms and other documents filed by the Purchaser with the SEC after the date of this Agreement (ai) complied complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and (bii) did not not, or will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(dThe representation in clause (ii) of the Exchange Act since January 1, 1997. preceding sentence shall not apply to any misstatement or omission in any Purchaser Report filed prior to the date of this Agreement which was superseded by a subsequent Purchaser Report filed prior to the date of this Agreement. (b) Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Purchaser Reports (including the related notes and schedules) fairly present in all material respects presents the consolidated financial position of the Purchaser and the Purchaser Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows included in or incorporated by reference into the Purchaser Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent the Purchaser and the Purchaser Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-year- end audit adjustments which that would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsnoted therein.

SEC Documents. Parent (a) Except as set forth in Schedule 3.06(a) of the Company Disclosure Letter, since January 1, 2005, the Company has filed with, or furnished to, as applicable, the SEC, all of the reports, schedules, forms, statements and other documents required to be filed or furnished by Parent with it under the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of 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. Each Annual Report on Form 10-K and all other reports, registration statements, definitive proxy statements or information statements (including all amendments thereto) filed or furnished by the Company with the SEC since January 1, 2005 (the “Company SEC Documents”) as of the date filed, complied in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations thereunder; of the SEC promulgated thereunder applicable to such Company SEC Documents, and, to the extent in effect and applicable, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (b) “SOX”), 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed The consolidated financial statements of the Company included in each of the Company SEC Documents (collectively, the “Company Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC all reports required to be filed under Sections 13with respect thereto, 14 and 15(dhave 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 Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes SEC) and schedules) fairly present in all material respects the consolidated statements financial position of income, retained earnings or the Company as of the dates thereof and the consolidated results of their operations and cash flows, as the case may be, of Parent flows for the periods set forth therein shown (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). The financial statements Company has made available to Parent true, correct and complete copies of Parentall substantive correspondence between the SEC and the Company since January 1, including 2005, including, (i) all SEC comment letters and written responses to such comment letters by or on behalf of the notes theretoCompany and (ii) any letters, included in complaints, or incorporated by reference into other documents from the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations SEC or any staff or office of the SEC informing the Company of any inquiry, claim or proceeding (formal, informal or otherwise) or request for documents or information, and all written responses thereto by or on behalf of the Company. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or an outstanding SEC comment. (b) Except as set forth in Schedule 3.06(b) of the Company Disclosure Letter, the Company is not a party to any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, the Company in the Company’s audited financial statements or Company SEC Documents and there are no “off-balance sheet arrangements” that would be required to be reported or set forth in the Company SEC Documents. (c) The Company has made all certifications and statements required by Sections 302 and 906 of the SOX with respect theretoto the Company’s filings pursuant to the Exchange Act. Except as would not have a Company Material Adverse Effect, the Company has established and have been prepared maintains disclosure controls and procedures (as defined in accordance Rule 13a-15 under the Exchange Act) designed to ensure that material information relating to the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsSEC and other public disclosure documents.

SEC Documents. Parent has filed all of the required reports, schedules, forms, statements and other documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") SEC since January October 1, 1997 1994 (collectivelysuch documents, together with all exhibits and schedules thereto and documents incorporated by reference therein, collectively referred to herein as the "Horseshoe ReportsParent SEC Documents"). As of their respective dates, the Horseshoe Reports (a) Parent SEC Documents complied as to form in all material respects with the applicable requirements of 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 thereunder; of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (b) did not contain none of the 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the The consolidated balance sheets financial statements of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present Parent SEC Documents comply 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 (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 the consolidated statements of income, retained earnings or cash flows, as the case may be, financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectand other adjustments described therein). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent Royaltech has filed all of the reports, schedules, forms, statements and other documents required to be filed by Parent it with the Securities and Exchange Commission ("SEC"the “Commission”) since January 1pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”), 1997 (collectively, and during the "Horseshoe Reports")12 calendar months prior to the date hereof all such SEC Documents have been filed in a timely manner. As of their respective dates, the Horseshoe Reports (a) The SEC Documents have complied as to form in all material respects with the applicable requirements of 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 thereunder; of the Commission promulgated thereunder applicable to the SEC Documents, and (b) did not contain none of the SEC Documents, at the time they were filed with the Commission, 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with As of their respective dates, to the best of Royaltech’s knowledge during those respective dates, the financial statements of Royaltech included in the SEC Documents complied as to form in all reports required to be filed under Sections 13, 14 material respects with applicable accounting requirements and 15(d) the published rules and regulations of the Exchange Act since January 1Commission with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States as in effect from time to time (“GAAP”), 1997. Each consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the consolidated balance sheets of Parent included in extent they may exclude footnotes or incorporated by reference into the Horseshoe Reports (including the related notes may be condensed or summary statements) and schedules) fairly present in all material respects the consolidated statements financial condition of income, retained earnings or Royaltech as of the respective dates thereof and the results of its operations and cash flows, as the case may be, of Parent flows for the respective periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent TCP has filed delivered or made available to the Contract Parties each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) prepared by it since March 11, 1997, which reports constitute all of the documents required to be filed by Parent TCP with the Securities and Exchange Commission ("SEC") since January 1such date, 1997 each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Horseshoe TCP Reports"). As of their respective dates, the Horseshoe TCP Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent TCP included in or incorporated by reference into the Horseshoe TCP Reports (including the related notes and schedules) fairly present in all material respects the consolidated financial position of TCP as of its date, and each of the consolidated statements of income, retained earnings and cash flows of TCP included in or incorporated by reference into the TCP Reports (including any related notes and schedules) fairly present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Parent TCP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP consistently applied (during the periods involved, except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsnoted therein.

SEC Documents. Parent CSI has filed all of the reports, schedules, forms, statements and other documents required to be filed by Parent it with the Securities and Exchange Commission ("SEC"the “Commission”) since January 1pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”), 1997 (collectively, and during the "Horseshoe Reports")12 calendar months prior to the date hereof all such SEC Documents have been filed in a timely manner. As of their respective dates, CSI is currently eligible to use Form S-3 for stockholder registration statements under the Horseshoe Reports (a) Securities Act. The SEC Documents have complied as to form in all material respects with the applicable requirements of 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 thereunder; of the Commission promulgated thereunder applicable to the SEC Documents, and (b) did not contain none of the SEC Documents, at the time they were filed with the Commission, 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with As of their respective dates, to the best of CSI’s knowledge during those respective dates, the financial statements of CSI included in the SEC Documents complied as to form in all reports required to be filed under Sections 13, 14 material respects with applicable accounting requirements and 15(d) the published rules and regulations of the Exchange Act since January 1Commission with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States as in effect from time to time (“GAAP”), 1997. Each consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the consolidated balance sheets of Parent included in extent they may exclude footnotes or incorporated by reference into the Horseshoe Reports (including the related notes may be condensed or summary statements) and schedules) fairly present in all material respects the consolidated statements financial condition of income, retained earnings or CSI as of the respective dates thereof and the results of its operations and cash flows, as the case may be, of Parent flows for the respective periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). The financial statements of Parent, including the notes thereto, included Except as set forth in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoDocuments or as separately disclosed to the Purchaser, and have been prepared CSI has not received notification from the Commission, the American Stock Exchange and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes process against CSI and/or relating to such Parent financial statementsany of CSI’s securities.

SEC Documents. Parent (i) The Company has filed all of the required reports, ------------- schedules, forms, statements and other documents required to be filed by Parent with the Securities and Exchange Commission (the "SEC") since January 1, 1997 1996 (collectivelysuch reports, schedules, forms, statements and other documents are hereinafter referred to as the "Horseshoe ReportsSEC Documents"). As ; (ii) as of their respective dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of 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 thereunder; of the SEC promulgated thereunder applicable to such SEC Documents, and (b) did not contain none of the SEC Documents as of such dates contained any untrue statement statements 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with ; and (iii) the consolidated financial statements of the Company included in the SEC all reports required to be filed under Sections 13Documents and the draft Quarterly Report on Form 10-Q for the period ended September 30, 14 and 15(d1997 set forth as Section 4.1(d) of the Exchange Act since January 1, 1997. Each of Disclosure Schedule (the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules"Draft September 30 10-Q") fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been were prepared in all material respects in accordance with GAAP consistently applicable laws, including the Exchange Act, and generally accepted accounting principals ("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or Rule 10-01 of Regulation S-X) applied on a consistent basis during the periods involved (except as may otherwise be indicated in the notes thereto) and fairly present, in 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). Since December 31For purposes of this Agreement, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsDraft September 30 10-Q shall be deemed an SEC Document and a Filed SEC Document.

SEC Documents. Parent (a) Buyer has filed all furnished, or made available to Sellers' Counsel, copies of its annual report on Form 10-K for the documents required to be filed by Parent fiscal year ended December 31, 1995, its quarterly reports on Form 10-Q for the quarters ended March 31, 1996, as amended, and June 30, 1996 and its proxy statement in connection with the Securities and Exchange Commission ("SEC") since January 1its annual meeting of stockholders held on April 18 , 1997 1996 (collectively, the "Horseshoe ReportsSEC Documents"). As The SEC Documents constitute all the documents that Buyer was required to file with the SEC since December 31, 1995. Each of their respective datesthe SEC Documents has been duly filed, the Horseshoe Reports (a) complied as to form and when filed was in compliance in all material respects with the applicable requirements of the Securities 1934 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 thereunder; of the 1934 Act and the rules and regulations of the SEC thereunder applicable to such SEC Document. Each of the SEC Documents (b) including any documents incorporated by reference in the SEC Documents), as of its date, 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with . (b) The financial statements of Buyer included in the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports Documents comply (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subjectand, in the case of unaudited statementsthe Form 10-Qs referred to in Section 5.10(a), to normal year-end audit adjustments which would not be material in amount or effect). The financial statements the knowledge of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form Buyer comply) in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except generally accepted accounting principles and present fairly the consolidated financial position of Buyer as may be indicated in of the notes thereto). Since December 31dates thereof, 1997and the consolidated results of operations, there has been no material change in Parent's accounting methods or principles, except as described in cash flows and stockholders' equity for the notes to such Parent financial statementsperiods then ended.

SEC Documents. Parent Mendocino has filed all furnished the Purchaser with a true and ------------- complete copy of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports")SEC Documents. As of their respective datesits filing date (and, with respect to any registration statement, the Horseshoe Reports (a) complied as to form date on which it or any post-effective amendment was declared effective), each SEC Document was in compliance, in all material respects respects, with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or and the Securities Exchange Act of 1934Act, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder; and (b) did not contain any contained no untrue statement of a material fact or and did not omit to state any statement of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, Mendocino included in or incorporated by reference into the Horseshoe Reports comply SEC Documents complied, at the time of filing with the SEC (and, with respect to any registration statement, at the time it was declared effective), as to form form, in all material respects respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been were prepared in accordance with GAAP consistently generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated subject, in the notes thereto). Since December 31case of the unaudited statements, 1997to the omission of certain footnotes) and fairly present, there has been no in all material change in Parent's accounting methods or principlesrespects (subject, except as described in the notes case of the unaudited statements, to such Parent normal, recurring year-end audit adjustments) the consolidated financial statementsposition of Mendocino, as applicable, as of the dates thereof and the consolidated results of their operations for the periods presented.

SEC Documents. Parent (i) NFGC has timely filed or furnished all of the registration statements, prospectuses, reports, schedules, forms, statements and other documents (including, without limitation, all financial statements, schedules, exhibits and other information incorporated therein by reference or otherwise) required to be so filed or furnished by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2019 (collectively, the "Horseshoe Reports"“SEC Documents”). As of their respective datesdates (or, if amended, as of the date of such amendment), the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the respective applicable form requirements of the Securities Act of 1933, as amended (and the "Securities Act") or the Securities Exchange Act and complied in all material respects with applicable accounting standards. No SEC Document that has been filed prior to the date of 1934this representation has been made, as amended (after giving effect to any amendments or supplements thereto and to any subsequently filed SEC Documents, in each case filed prior to the "Exchange Act")date this representation is made, as the case may be, and the rules and regulations thereunder; and (b) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d. (ii) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports SEC Documents (including the related notes and schedules) fairly present presents, in all material respects respects, the consolidated financial position of NFGC and its wholly-owned subsidiaries as of its applicable date, and each of the consolidated statements of incomeoperations, retained earnings cash flows and changes in stockholders’ equity included in or incorporated by reference into the SEC Documents (including any related notes and schedules) fairly presents, in all material respects, the results of operations, cash flowsflows or changes in stockholders’ equity, as the case may be, of Parent NFGC and its wholly-owned subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (A) such exceptions as are permitted by Form 10-Q of the SEC and (B) normal year-end audit adjustments which would have not been and are not reasonably expected to be material individually or in amount or effectthe aggregate). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP consistently applied (during the periods involved, except as may be indicated noted therein. (iii) There were no liabilities or obligations of NFGC or any of its wholly-owned subsidiaries (whether accrued, absolute, contingent, known, asserted, matured or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of NFGC or in the notes thereto prepared in accordance with GAAP as of December 31, 2019, other than liabilities or obligations to the extent reflected or reserved against on the consolidated balance sheet of NFGC as of December 31, 2019 (including the notes thereto). Since December 31, 19972019, there has been no material change in Parent's accounting methods such liabilities or principles, except as described obligations have arisen other than (A) liabilities or obligations incurred in the notes ordinary course of business or (B) liabilities that are not, individually or in the aggregate, material to such Parent financial statementsNFGC.

SEC Documents. Parent has CryptoSign hereby makes reference to the documents filed all with the Commission, as posted on the SEC’s website, ▇▇▇.▇▇▇.▇▇▇, including, but not limited to, (a) Annual Report on Form 10-K for the fiscal year ended June 30, 2015, as filed with the SEC, which contained audited balance sheets of the documents required to be CryptoSign as of June 30, 2015 and 2014, and the related statements of operation, changes in shareholders’ equity and cash flows for the years then ended and all other 10-Ks for prior years; and (b) Quarterly Reports on Form 10-Q and (c) all other reports filed by Parent the CryptoSign under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports")“SEC Documents”) and any amendments thereto. As of their respective dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of 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 thereunder; promulgated thereunder and (b) did not contain any none of the SEC Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, CryptoSign included in or incorporated by reference into the Horseshoe Reports SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, and have been prepared in accordance with US GAAP consistently (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of CryptoSign as of the dates thereof and its statements of operations, stockholders’ equity (deficit) and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were not and are not expected to have a material adverse effect on CryptoSign, its business, financial condition or results of operations). Since December 31Except as and to the extent set forth on the balance sheet of CryptoSign as of June 30, 1997, there has been no material change in Parent's accounting methods or principles, except as described 2015 included in the SEC Documents, including the notes thereto or on Schedule 4.9 of this Agreement. CryptoSign has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to such Parent financial statementsbe reflected on a balance sheet or not). CryptoSign does not have pending before the Commission any request for confidential treatment of information.

SEC Documents. Parent The Partnership has timely filed with the SEC all of the documents forms, registration statements, reports, schedules and statements required to be filed by Parent with it under the Exchange Act or the Securities and Exchange Commission Act ("SEC") since all such documents filed on or prior to the date of this Agreement but after January 1, 1997 (2017, but specifically excluding any documents “furnished”, collectively, the "Horseshoe Reports"“SEC Documents”). As of their respective datesThe SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the Horseshoe Reports “Partnership Financial Statements”), at the time filed (a) complied as to form in all material respects with the applicable requirements case of the Securities Act registration statements, solely on the dates of 1933, as amended effectiveness) (except to the "Securities Act"extent corrected by a subsequently filed Partnership SEC Document filed prior to the date of this Agreement) or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder; and (bi) 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed , (ii) complied in all material respects with the SEC all reports required to be filed under Sections 13, 14 and 15(d) applicable requirements of the Exchange Act since January 1, 1997. Each of and the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flowsSecurities Act, as the case may be, of Parent for the periods set forth therein and (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been . The Partnership Financial Statements were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements to such Parent normal, recurring and year-end audit adjustments) in all material respects the consolidated financial statementsposition and status of the business of the Partnership as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Documents. Parent (a) The Company has filed all and made available to Acquiror true and complete copies of the documents each registration statement, proxy or information statement, form, report and other document required to be filed by Parent the Company or any of its Subsidiaries with the Securities and Exchange Commission ("SEC") SEC or any securities regulatory authority in Canada since January 1, 1997 1995 (collectively, the "Horseshoe Company SEC Reports"). As of their ------------------- respective dates, the Horseshoe Company SEC Reports (ai) complied as complied, or, with respect to form those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act") or the Securities Exchange Act of 1934or any applicable Canadian law, as amended (the "Exchange Act"), as the case may berule or regulation, and the rules and regulations thereunder; and (bii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent The Company has timely filed with the SEC all reports each registration statement, proxy or information statement, form, report and other documents required to be filed under Sections 13by the Company or any of its subsidiaries with any foreign governmental agency equivalent to, 14 and 15(dor of like purpose as, the SEC, except as would not have a Material Adverse Effect. (b) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent the Company included in or incorporated by reference into the Horseshoe Company SEC Reports (including the related notes and schedules) fairly present presents fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) presents fairly, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Parent the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which adjustments), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (c) Except as set forth in Section 3.8(c) of the Company Disclosure Schedule and except as set forth in the Company SEC Reports, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would not be material required to be reflected on, or reserved against in, a balance sheet of the Company or in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied applied, except for (except i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as may be indicated of October 3, 1998, (ii) liabilities or obligations arising in the notes thereto). Since December 31ordinary course of business (including trade indebtedness) since October 3, 19971998 and (iii) liabilities or obligations which would not, there has been no material change in Parent's accounting methods individually or principles, except as described in the notes to such Parent financial statementsaggregate, have a Material Adverse Effect.

SEC Documents. Parent (a) Since January 1, 2012, the Purchaser has filed with, or furnished to, as applicable, the SEC all of the registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to be filed with or furnished to, as applicable, the SEC by Parent the Purchaser (together with the Securities all exhibits and Exchange Commission ("SEC") since January 1schedules thereto and all information incorporated therein by reference, 1997 (collectively, the "Horseshoe Reports"“Purchaser SEC Documents”). As of their respective dates, or if amended, as of the Horseshoe Reports date of the last such amendment, the Purchaser SEC Documents (ai) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act (to the extent then applicable) and (bii) 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(dmisleading in any material respect. (b) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included financial statements (including, in or incorporated by reference into the Horseshoe Reports (including the each case, any related notes thereto) contained in the Purchaser SEC Documents, including each Purchaser SEC Document filed after the date hereof until the Closing, (i) was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and schedules(ii) fairly present presented in all material respects respects, as applicable, the consolidated statements financial position of income, retained earnings or the Purchaser and its Subsidiaries as of the respective dates thereof and the consolidated results of the Purchaser’s and its Subsidiaries’ operations and cash flows, as the case may be, of Parent flows for the periods set forth therein indicated (subjectexcept, in the case of each of sub-clauses (i) and (ii), that the unaudited statements, interim financial statements were subject to normal year-end audit adjustments and quarter-end adjustments, which would were not be material in amount or effectmaterial). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent has filed made available to the Company, by reference to Parent’s and the SEC’s website, Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2006, all of the documents required to be quarterly reports on Form 10-Q and reports on Form 8-K and amendments thereto filed by Parent with the Securities SEC since December 31, 2006 and Exchange Commission up to the date of this Agreement, if any, and any proxy materials distributed to Parent’s stockholders since December 31, 2006 and up to the date of this Agreement, in each case excluding any exhibits or attachments thereto ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"“Parent SEC Filings”). As The Parent SEC Filings (a) conformed, as of the dates of their respective datesfiling with the SEC, the Horseshoe Reports (a) complied as to form in all material respects with respects, to the applicable requirements of set forth in the instructions for such forms under the Securities Act of 1933, as amended (and 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 thereunder; and (b) when taken together, did not not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in the light of the circumstances under which they were made, not misleading. Parent has timely , except to the extent corrected by a subsequently filed report with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets The financial statements of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes Parent SEC Filings fairly and schedules) fairly present accurately represented, in all material respects respects, the consolidated financial condition of Parent as of their respective dates and Parent’s consolidated results of operations for the respective periods specified therein were prepared in accordance with GAAP (except as indicated in the notes thereto or, in the case of unaudited statements of income, retained earnings or cash flowsincluded in quarterly reports on Form 10-Q, as permitted by Article 10 of Regulation S-X and the case may berules to Form 10-Q of the SEC, of Parent for the periods set forth therein (and subject, in the case of unaudited statements, to normal year-year end audit adjustments which would not be material in amount or effectadjustments). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent IMARK is a corporation subject to the reporting requirements of the Securities Exchange Act of 1934 (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). ▇▇ARK has filed all of the required reports, schedules, forms, statements, and other documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") since January July 1, 1997 1994 (collectively, the "Horseshoe ReportsSEC Documents"). As of their respective dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of 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 thereunder; of the Commission promulgated thereunder applicable to such SEC Documents, and (b) 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with The financial statements of IMARK included in the SEC all reports required Documents comply as to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present form in all material respects with applicable accounting requirements and the consolidated published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, as permitted by SEC Form 10-Q) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of IMARK as of the date thereof and its statements of incomeoperations, retained earnings or changes in shareholders' equity and cash flows, as the case may be, of Parent flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). The financial statements Except as set forth in the SEC Documents, to IMARK's knowledge, IMARK does not have any liabilities or obligations of Parentany nature (whether accrued, including absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of IMARK or in the notes thereto, included other than liabilities and obligations incurred in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and ordinary course of business consistent with the published rules past practice and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December experience since March 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements1998.

SEC Documents. Parent CVD has delivered or made available to Radiance true and correct copies of each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed all of the documents required to be filed by Parent with the Securities (including exhibits and Exchange Commission ("SEC"any amendments thereto) since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of SEC under or pursuant to the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), (collectively, the "CVD Reports"). As of their respective dates, or as subsequently amended prior to the case may beClosing Date, the CVD Reports complied in all material respects with the requirements of the Exchange Act applicable to such CVD Reports, and none of the rules and regulations thereunder; and (b) did not contain CVD Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) The financial statements of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent CVD included in or incorporated by reference into the Horseshoe CVD Reports (including the related notes and schedules) fairly present comply in all material respects with applicable accounting requirements in the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis (except as maybe indicated in the notes thereto) and fairly present the consolidated statements financial position of income, retained earnings or CVD and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows, as the case may be, of Parent flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments, the absence of notes and as permitted by Form 10-Q of the Exchange Act). The financial statements As of Parenttheir respective dates, including the notes thereto, included in or incorporated by reference into the Horseshoe CVD Reports comply complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in Securities Act and/or the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsExchange Act.

SEC Documents. Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC since January 1, 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Parent Reports"), and Parent has filed all of the forms, reports and documents required to be filed by Parent it with the Securities SEC pursuant to relevant securities statutes, regulations, policies and Exchange Commission ("SEC") rules since January 1, 1997 (collectively, the "Horseshoe Reports")such time. As of their respective dates, the Horseshoe Parent Reports (ai) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Parent Reports (including the related notes and schedules) fairly present in all material respects presents the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, flows and stockholders' equity included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.Reports

SEC Documents. (i) Parent has filed all furnished or made available to the Company a correct and complete copy of the documents required to be Form 10-Q, Parent's Annual Report on Form 8-K for the year ended December 31, 1998 and each report, schedule, registration statement and definitive proxy statement filed by Parent with the Securities SEC on or after the date of filing of the Form 10-Q which are all the documents (other than preliminary material) that Parent was required to file (or otherwise did file) with the SEC in accordance with Sections 13, 14 and 15(d) of the Exchange Commission ("SEC") since January 1, 1997 Act on or after the date of filing with the SEC of the Form 10-Q (collectively, the "Horseshoe Reports"Parent SEC Documents" ). As of their respective filing dates, or in the Horseshoe Reports case of registration statements, their respective effective dates, none of the Parent SEC Documents (aincluding all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Parent SEC Documents complied when filed, or in the case of registration statements, as to form of their respective effective dates, in all material respects with the then applicable requirements of 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 thereunder; 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with promulgated by the SEC all reports required to be filed under Sections 13, 14 and 15(dthereunder. (ii) of The financial statements (including the Exchange Act since January 1, 1997. Each of the consolidated balance sheets notes thereto) of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent Form 10-Q for the periods set forth therein (subjectfiscal quarter then ended, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied during the periods involved (except as may be have been indicated in the notes thereto). Since December 31) and fairly present the financial position of Parent as at the dates thereof and the results of their operations, 1997, there has been no material change in Parent's accounting methods or principles, except as described in stockholders' equity and cash flows for the notes to such Parent financial statementsperiod then ended.

SEC Documents. Parent has filed all of the required reports, schedules, forms, statements and other documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2009, including but not limited to Parent’s Annual Report to Stockholders on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 13, 2009 (each, a “Parent SEC Document” and collectively, the "Horseshoe Reports"“Parent SEC Documents”). As of their respective dates, the Horseshoe Reports (a) Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the United States Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), as the case may be, and the rules and regulations thereunder; of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (b) did not contain none of the Parent SEC Documents, taken as a whole, contained at the time of filing 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 made therein, in the light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Parent SEC Document has timely been revised or superseded by a later-filed with Parent SEC Document or by other public disclosure by Parent, none of the Parent SEC all reports Documents, taken as a whole, contains any untrue statement of a material fact or omits to state any material fact required to be filed under Sections 13stated therein or necessary in order to make the statements therein, 14 and 15(d) in light of the Exchange Act since January 1circumstances under which they were made, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsmisleading.

SEC Documents. Parent has (a) The Purchasers have been provided by the Company with true and complete copies of each SEC Document on its behalf or on behalf of any of its Subsidiaries filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 1998 which are all the documents (collectively, other than preliminary material) that the "Horseshoe Reports")Company has been required to file with the SEC since such date. As of their respective dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act") or the Securities Exchange Act applicable to the SEC Documents. None of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder; and (b) did not contain 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d. (b) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, Company included in or incorporated by reference into the Horseshoe Reports SEC Documents referred to in Section 4.7(a) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of unaudited statements, to such Parent normal annual footnotes and year-end audit adjustments) the respective consolidated financial statementspositions of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows and changes in financial condition for the periods then ended.

SEC Documents. Parent has filed made available to the Company, by reference to Parent’s and the SEC’s website, Parent’s annual report on Form 10-K for the fiscal year ended December 31, 2005, all of the documents required to be quarterly reports on Form 10-Q and reports on Form 8-K and amendments thereto filed by Parent with the Securities SEC since December 31, 2005 and Exchange Commission up to the date of this Agreement, if any, and any proxy materials distributed to Parent’s stockholders since December 31, 2005 and up to the date of this Agreement, in each case excluding any exhibits or attachments thereto ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"“Parent SEC Filings”). As The Parent SEC Filings (a) conformed, as of the dates of their respective datesfiling with the SEC, the Horseshoe Reports (a) complied as to form in all material respects with respects, to the applicable requirements of set forth in the instructions for such forms under the Securities Act of 1933, as amended (and 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 thereunder; and (b) when taken together, did not not, as of their respective filing dates, contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made contained therein, in the light of the circumstances under which they were made, not misleading. Parent has timely , except to the extent corrected by a subsequently filed report with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets The financial statements of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes Parent SEC Filings fairly and schedules) fairly present accurately represented, in all material respects respects, the consolidated financial condition of Parent as of their respective dates and Parent’s consolidated results of operations for the respective periods specified therein were prepared in accordance with GAAP (except as indicated in the notes thereto or, in the case of unaudited statements of income, retained earnings or cash flowsincluded in quarterly reports on Form 10-Q, as permitted by Article 10 of Regulation S-X and the case may berules to Form 10-Q of the SEC, of Parent for the periods set forth therein (and subject, in the case of unaudited statements, to normal year-year end audit adjustments which would not be material in amount or effectadjustments). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent Edge has filed with the SEC all of the documents (including exhibits and any amendments thereto) required to be so filed by Parent with the Securities and Exchange Commission ("SEC") it since January 1, 1997 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to ▇▇▇▇▇▇ each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Horseshoe Edge Reports"). As of their its respective datesdate, the Horseshoe Reports each Edge Report (ai) complied as to form in all material respects in accordance with the applicable requirements of 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 thereunder; thereunder and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Edge Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present presents in all material respects the consolidated financial position of Edge and its Subsidiaries as of its date, and each of the consolidated statements of incomeoperations, retained earnings cash flows and changes in stockholders' equity included in or incorporated by reference into the Edge Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent Edge and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which would will not be material in amount or effect). The ; and said financial statements of Parent, (including the related notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and schedules) have been prepared in accordance with GAAP generally accepted accounting principles which have been consistently applied (throughout the periods covered thereby, except as may be indicated noted therein. Except as and to the extent set forth on the consolidated balance sheet of Edge and its Subsidiaries included in the most recent Edge Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Edge nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Edge or in the notes thereto). Since December 31thereto prepared in accordance with generally accepted accounting principles consistently applied, 1997other than liabilities or obligations which have not had and could not reasonably be expected to have, there has been no material change in Parent's accounting methods individually or principles, except as described in the notes to such Parent financial statementsaggregate, an Edge Material Adverse Effect.

SEC Documents. Since January 1, 2014, the Parent has filed in a timely manner all required reports, schedules, forms, statements, and other documents with the SEC that the Parent was required to file under Section 13, 14(a), and 15(d) of the documents required to be filed by Parent with Exchange Act (the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"“SEC Documents”). As of their respective filing dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Exchange 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 thereunder; of the SEC promulgated thereunder applicable to such SEC Documents, and (b) 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent Except to the extent that information contained in any SEC Document has timely been revised or superseded by a later filed with SEC Document none of the SEC all reports Documents contains, and after giving effect to any such later filed SEC Documents none of the SEC Documents contains, any untrue statement of a material fact or omits to state any material fact required to be filed under Sections 13stated therein or necessary in order to make the statements therein, 14 and 15(d) in light of the Exchange Act since January 1circumstances under which they were made, 1997not misleading. Each Except as disclosed in the SEC Documents, no event has occurred and no circumstance exists that has or could reasonably be expected to have a Material Adverse Effect. Neither the Parent nor any of its subsidiaries has any obligations or liabilities of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise), except (i) as disclosed or reserved against in the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports SEC Documents (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parentincluded therein), including the notes thereto, included (ii) as disclosed in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoSchedule 12.6, and have been prepared in accordance with GAAP consistently applied (except as may be indicated iii) for current liabilities incurred in the notes thereto). Since ordinary course of business since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements2014.

SEC Documents. Parent Buyer has timely filed all of the documents required to be filed by Parent or furnished with the Securities and Exchange Commission ("SEC"the “Commission”) all reports, schedules, forms, statements, and other documents (including exhibits and other information incorporated therein) required to be filed or furnished by it since January 1its inception, 1997 under the Securities Act or the Exchange Act (all such documents, collectively, the "Horseshoe Reports"“SEC Documents”). As of their respective datesThe SEC Documents, the Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended including any audited or unaudited financial statements and any notes thereto or schedules included therein (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Buyer Financial Statements”), as at the case may be, and time filed or furnished (except to the rules and regulations thereunder; and extent corrected by a subsequently filed or furnished SEC Document filed or furnished prior to the Closing Date) (bi) 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 made therein, therein (in the light of the circumstances under which they were made, ) not misleading. Parent has timely filed , (ii) complied in all material respects with the SEC all reports required to be filed under Sections 13, 14 and 15(d) applicable requirements of the Exchange Act since January 1, 1997. Each of and the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flowsSecurities Act, as the case may beapplicable, of Parent for the periods set forth therein (subject, iii) in the case of unaudited statementsthe Buyer Financial Statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, and have been (iv) in the case of the Buyer Financial Statements, were prepared in accordance consistent with GAAP consistently historical practices applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Since December 31thereto or the omission of notes to the extent permitted by Regulation S-K or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent case of unaudited statements, as permitted by the Commission) and subject, in the case of interim financial statements, to normal year-end adjustments, and (v) in the case of the Buyer Financial Statements, fairly present in all material respects the consolidated financial condition, results of operations, and cash flows of Buyer as of the dates and for the periods indicated therein.

SEC Documents. Parent has filed all made available to Seller (including, for purposes of compliance with this representation, pursuant to the documents required to be SEC’s “▇▇▇▇▇” system) a true and complete copy of each report, schedule, form, prospectus, registration statement, definitive proxy statement and other document (including exhibits and other information incorporated by reference therein) filed by Parent with the Securities SEC since December 31, 2018 and Exchange Commission prior to the date of this Agreement ("SEC"the “Parent SEC Documents”), which are all the documents (other than preliminary material) that Parent was required to file with the SEC since January 1December 31, 1997 (collectively, 2018 and prior to the "Horseshoe Reports")date of this Agreement. As of their respective dates, each of the Horseshoe Reports (a) Parent SEC Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "“Securities Act") or ”), and the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), as the case may be, and the rules and regulations thereunder; of the SEC thereunder applicable to such Parent SEC Documents, and (b) did not contain none of the Parent SEC Documents contained, as of the date so filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets The financial statements of Parent included in or incorporated by reference into the Horseshoe Reports (Parent SEC Documents, including the related all notes and schedules) fairly present schedules thereto, complied in all material respects the consolidated statements of income, retained earnings or cash flowsrespects, as of the case may bedate so filed or if amended prior to the date of this Agreement, as of Parent for the periods set forth therein (subjectdate of such amendment, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been were prepared in accordance with GAAP consistently United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to such normal year-end audit adjustments) the financial position of Parent financial statementsand its consolidated subsidiaries as of their respective dates and the results of operations and the cash flows of Parent and its consolidated subsidiaries for the periods presented therein.

SEC Documents. (a) Since October 31, 2015, Parent has filed with, or furnished to, as applicable, the SEC all of the registration statements, prospectuses, reports, forms, statements, schedules, certifications and other documents required to be filed with or furnished to, as applicable, the SEC by Parent (together with the Securities all exhibits and Exchange Commission ("SEC") since January 1schedules thereto and all information incorporated therein by reference, 1997 (collectively, the "Horseshoe Reports"“Parent SEC Documents”). As of their respective dates, or if amended, as of the Horseshoe Reports date of the last such amendment, the Parent SEC Documents (ai) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or amended, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may beamended, and the rules and regulations thereunder; S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended (to the extent then applicable), and (bii) 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(dmisleading in any material respect. (b) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of ParentParent (including, including the in each case, any related notes thereto, included ) contained in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Parent SEC with respect thereto, and have been Documents (i) was prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto). Since December 31) and (ii) fairly presents in all material respects, 1997as applicable, there has been no material change in the consolidated financial position of Parent and its Subsidiaries as of the respective dates thereof and the consolidated results of Parent's accounting methods or principles’s and its Subsidiaries’ operations and cash flows for the periods indicated (except, except as described in the notes case of each of sub-clauses (i) and (ii), that Parent’s unaudited interim financial statements were subject to normal year-end and quarter-end adjustments, and subject to the absence of footnotes in such Parent unaudited interim financial statements).

SEC Documents. Parent The Company has filed all made available to the Purchaser true and complete copies of the documents required to be filed by Parent with Company's Annual Report on Form 10-K for the Securities and Exchange Commission ("SEC") since January 1fiscal year ended December 31, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended 2006 (the "Securities ActForm 10-K") or and each report filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ) since the filing of the Form 10-K through the date hereof (collectively such documents are referred to herein as the case may be"SEC Documents"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and the rules and regulations thereunder; of the SEC promulgated thereunder and (b) the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, Company included in or incorporated by reference into the Horseshoe Reports comply as to form SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC or other applicable rules and regulations with respect thereto, and thereto at the time of such inclusion. Such financial statements have been prepared in accordance with GAAP consistently generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods thereto or principles, except as described (ii) in the notes case of unaudited interim statements, to such Parent the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments).

SEC Documents. Parent has filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective filing dates, none of the Horseshoe Reports Parent’s periodic reports (athe “SEC Documents”) complied as to form in all material respects filed with the applicable requirements of 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 thereunder; and (b) did not SEC contain any untrue statement of a material fact or omit to state omitted a statement of material fact required to be stated therein or necessary to make the statements made therein, therein in the light of the circumstances under in which they were made, not misleading, and the Parent’s SEC Documents complied when filed in all material respects with the then applicable requirements of the Securities Act or the Securities Exchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) the Securities Exchange Act as of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)date hereof. The consolidated financial statements of Parent, including the notes thereto, included Parent contained in or incorporated by reference into the Horseshoe Reports comply as to form SEC Documents (the “Parent Financial Statements”) complied when filed in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied during the periods involved (except as may be have been indicated in the notes thereto)) and present fairly the financial position of Parent as of the dates thereof. Since December 31, 1997, there The Parent has been no material change in Parent's accounting methods liabilities or principlesobligations (i) of the nature (whether known or unknown and whether absolute, except as described accrued, contingent or otherwise) that GAAP would require to be set forth in the notes to such balance sheet as of June 30, 2018 included in the Parent financial statementsFinancial Statements which are not set forth therein or (ii) other than liabilities or obligations incurred in the ordinary course of the Parent’s business since June 30, 2018.

SEC Documents. Parent AERC has filed all of the required forms, reports and documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) complied as required to form in all material respects with the applicable requirements of be filed by it pursuant to the Securities Act of 1933, as amended (the "Securities Act") or ), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations promulgated thereunder; , all of which have complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, respectively, and such rules and regulations. AERC has previously furnished to MIGRA for delivery to the MIGRA Stockholders, copies of all such forms, reports and documents filed by AERC with the SEC since January 1, 1994 (b) did not contain hereafter collectively referred to as the "Reports"). None of the Reports, including, without limitation, any financial statements or schedules included therein, at the time 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, AERC included in or incorporated by reference into the Horseshoe Reports comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been were prepared in accordance with GAAP consistently United States generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated otherwise noted in such financial statements) and present fairly in all material respects the financial position, results of operations, cash flows and changes in financial position of AERC and its consolidated subsidiaries as of the dates or the periods indicated, subject, in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent case of unaudited interim consolidated financial statements, to normal year-end adjustments.

SEC Documents. Parent The Buyer has filed all of the required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by Parent (including exhibits and all other information incorporated therein) with the Securities and Exchange Commission SEC since August 2, 2000 ("SEC") since January 1, 1997 (collectively, the "Horseshoe SEC Reports"). As of their respective dates, the Horseshoe SEC Reports (a) complied as to form in all material respects with the applicable requirements of 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 thereunder; of the SEC promulgated thereunder applicable to such SEC Reports, and (b) did not contain none of the SEC Reports 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed The financial statements of the Buyer included in the SEC Reports complied as to form, as of their respective dates of filing with the SEC SEC, in all reports required to be filed under Sections 13, 14 material respects with applicable accounting requirements and 15(d) the published rules and regulations of the Exchange Act since January 1SEC with respect thereto, 1997. Each have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q) applied on a consistent basis during the consolidated balance sheets of Parent included periods involved (except as may be indicated in or incorporated by reference into the Horseshoe Reports (including the related notes thereto) and schedules) fairly present in all material respects the consolidated statements financial position of income, retained earnings or the Buyer and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows, as the case may be, of Parent flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent has filed all of the required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2006. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (collectively, including those that Parent may file subsequent to the "Horseshoe date hereof until the Effective Time) are referred to herein as the “Parent SEC Reports"). .” As of their respective dates, the Horseshoe Parent SEC Reports (ai) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed None of Parent’s subsidiaries is required to file any forms, reports or other documents with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsSEC.

SEC Documents. Parent MEDIQ has delivered or made available to ▇▇▇▇▇▇ each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed all of the documents required to be filed by Parent with the Securities and Exchange Commission (the "SEC") since January 1, 1997 (collectively, the "Horseshoe MEDIQ Reports"). Except as set forth on Schedule 8.5 the MEDIQ Reports were filed with the SEC in a timely manner and constitute all forms, reports and documents required to be filed by MEDIQ under the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the "Securities Laws"). As of their respective dates, the Horseshoe MEDIQ Reports (ai) complied as to form in all material respects with the applicable requirements of 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 thereunder; Laws and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent MEDIQ included in or incorporated by reference into the Horseshoe MEDIQ Reports (including the related notes and schedules) fairly present presents in all material respects in accordance with generally accepted accounting principles consistently applied the consolidated financial position of MEDIQ and its subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows of MEDIQ included in or incorporated by reference into the MEDIQ Reports (including the related notes and schedules) fairly presents in all material respects in accordance with generally accepted accounting principles consistently applied the results of operations, retained earnings or cash flows, as the case may be, of Parent MEDIQ and its subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated noted therein and except, in the notes thereto). Since December 31case of the unaudited statements, 1997, there has been no material change in Parent's accounting methods or principles, except as described in permitted by Form 10-Q of the notes to such Parent financial statementsSEC.

SEC Documents. Parent has made available to Company a true and complete copy of each statement, report, registration statement (with the prospectus in the form filed all pursuant to Rule 424(b) of the Securities Act), definitive proxy statement, and other filing filed with the SEC by Parent since June 23, 1999, and, prior to the Effective Time, Parent will have made available Company with true and complete copies of any additional documents filed with the SEC by Parent prior to the Effective Time (collectively, the "Parent SEC Documents"). All documents required to be filed by as exhibits to the Parent SEC Documents have been so filed, and all material contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with the Securities their terms, and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports")neither Parent nor any of its subsidiaries is in default thereunder where default would not reasonably be expected to have a Material Adverse Effect on Parent. As of their respective filing dates, the Horseshoe Reports (a) Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (and the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and none of the rules and regulations thereunder; and (b) did not contain 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 to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. , except to the extent corrected by a subsequently filed Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)Document. The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply Parent SEC Documents (the "Parent Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and have been prepared in accordance with GAAP consistently applied on a basis consistent throughout the periods indicated and consistent with each other (except as may be indicated in the notes theretothereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Qs, as permitted by Form 10-Q of the SEC). Since December 31The Parent Financial Statements fairly present the consolidated financial condition and operating results of Parent and its subsidiaries at the dates and during the periods indicated therein (subject, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of unaudited statements, to such Parent financial statementsnormal, recurring year-end adjustments).

SEC Documents. Parent has filed all of the required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2005. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (collectively, including those that Parent may file subsequent to the "Horseshoe date hereof until the Effective Time) are referred to herein as the “Parent SEC Reports"). .” As of their respective dates, the Horseshoe Parent SEC Reports (ai) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsSEC.

SEC Documents. Parent has filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or The Seller is obligated under the Securities Exchange Act of 1934, as amended (the "Exchange Act") to file reports, Schedules, forms, statements and other documents (all such documents filed or required to be filed by the Seller, including all exhibits thereto or incorporated therein by reference, and all documents filed by the Seller under the Securities Act are hereinafter called the "SEC Documents"). The Seller has timely filed all SEC Documents required to be filed with the SEC under the Exchange Act during the two (2) years immediately preceding the date of this Agreement. As of their respective filing dates, all such SEC Documents filed by the Seller (i) were prepared in all material respects in accordance with the requirements of the Exchange Act and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder; , and (bii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date hereof, then on the date of such filing) 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent All of the information about the Seller or its Subsidiaries which has timely filed been disclosed to the Purchasers herein or in the course of discussions and negotiations with respect hereto which is material to the Seller has been disclosed in the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsDocuments.

SEC Documents. Parent Edge has filed with the SEC all of the documents (including exhibits and any amendments thereto) required to be so filed by Parent with the Securities and Exchange Commission ("SEC") it since January 1, 1997 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to ▇▇▇▇▇▇ each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Horseshoe Edge Reports"). As of their its respective datesdate, the Horseshoe Reports each Edge Report (ai) complied as to form in all material respects in accordance with the applicable requirements of 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 thereunder; thereunder and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified or superceded by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Edge Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly present presents in all material respects the consolidated financial position of Edge and its Subsidiaries as of its date, and each of the consolidated statements of incomeoperations, retained earnings cash flows and changes in stockholders' equity included in or incorporated by reference into the Edge Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent Edge and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which would will not be material in amount or effect). The ; and said financial statements of Parent, (including the 25 related notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and schedules) have been prepared in accordance with GAAP generally accepted accounting principles which have been consistently applied (throughout the periods covered thereby, except as may be indicated noted therein. Except as and to the extent set forth on the consolidated balance sheet of Edge and its Subsidiaries included in the most recent Edge Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Edge nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Edge or in the notes thereto). Since December 31thereto prepared in accordance with generally accepted accounting principles consistently applied, 1997other than liabilities or obligations which have not had and could not reasonably be expected to have, there has been no material change in Parent's accounting methods individually or principles, except as described in the notes to such Parent financial statementsaggregate, an Edge Material Adverse Effect.

SEC Documents. Parent Company has filed filed, on a timely basis, all of the reports, schedules, forms, statements, and other documents required to be filed by Parent it with the SEC, pursuant to the reporting requirements of the Securities and Exchange Commission Act of 1934, including material filed pursuant to Section 13(a) or 15(d) ("SEC") since January 1, 1997 (collectively, all of the "Horseshoe Reports"foregoing including filings incorporated by reference therein being referred to herein as the “SEC Documents”). As of their respective dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange 1934 Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder; , and (b) did not contain other federal, state and local laws, rules, and regulations applicable to such SEC Documents, and none of the SEC Documents contained any untrue statement of a material fact or omit omitted or failed to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with The financial statements of Company included in the SEC Documents comply as to form in all reports required to be filed under Sections 13, 14 material respects with applicable accounting requirements and 15(d) the published rules and regulations of the Exchange Act since January 1SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, 1997. Each of to the consolidated balance sheets of Parent included in extent they may not include footnotes or incorporated by reference into the Horseshoe Reports (including the related notes may be condensed or summary statements) and schedules) fairly present in all material respects the consolidated statements financial position of income, retained earnings or Company as of the dates thereof and the results of operations and cash flows, as the case may be, of Parent flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent (a) Buyer has filed or furnished all of the reports, schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2020, and Buyer has made available to the Company (including through the SEC’s E▇▇▇▇ database) complete and correct copies of all such documents (collectively, the "Horseshoe Reports"“Buyer’s SEC Documents”). As of their respective datesdates (or, if amended or supplemented, as of the Horseshoe Reports (a) date of the most recent amendment or supplement), each of Buyer’s SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”), as the case may beSecurities Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the any rules and regulations promulgated thereunder; , and (b) did not contain none of Buyer’s SEC Documents, as of their 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d. (b) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent financial statements (including, in each case, any notes thereto) contained in Buyer’s SEC Documents was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated in the notes thereto and except that financial statements included in or incorporated by reference into the Horseshoe Reports (including the related with interim reports do not contain all notes to such financial statements) and schedules) each fairly present presented in all material respects the consolidated statements financial position, results of income, retained earnings or operations and changes in stockholders’ equity and cash flows, flows of Buyer and its consolidated subsidiaries as at the case may be, of Parent respective dates thereof and for the respective periods set forth indicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would are not be material in amount expected, individually or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes theretoaggregate, to be material). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent The Company has furnished the Placement Agent with true and complete copies of all documents that the Company has filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 1995 (collectively, the "Horseshoe ReportsSEC Documents"). As of their respective filing dates, except as amended by filings with the Horseshoe Reports (a) Commission, the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, were complete and correct in all material respects as of the case may bedates at which the information was furnished, and the rules and regulations thereunder; and contained (bas of such dates) did not contain any no untrue statement of a material fact or omit nor omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, Company included in or incorporated by reference into the Horseshoe Reports SEC Documents (the "Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission with respect thereto, and have been prepared in accordance with GAAP consistently generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto or, in the case of unaudited statements, as permitted by the rules and regulations of the Commission) and fairly present the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and changes in its financial position for the periods then ended (subject, in the case of unaudited statements, to normal recurring audit adjustments, provided that the notes and accounts receivable are collectible in the amounts shown less any reserve shown thereon and inventories are not subject to write-down, except in either case in an amount not material). Since December 31The information contained in this Agreement and the SEC Documents is true, 1997, there has been no complete and correct in all material change in Parent's accounting methods respects and does not contain any untrue statement of a material fact or principles, except as described in omit to state any material fact required to be stated herein or therein or necessary to make the notes to such Parent financial statementsstatements herein or therein not misleading.

SEC Documents. Parent The Company has filed all of the documents reports required to be filed by Parent with it under the Securities and Exchange Commission Act, including pursuant to Section 13(a) or 15(d) thereof, for the three years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SECSEC DOCUMENTS") since January 1on a timely basis, 1997 (collectively, the "Horseshoe Reports")or has received a valid extension of such time of filing. As of their respective dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and 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 Commission promulgated thereunder; , and (b) 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with The financial statements of the Company included in the SEC Documents comply as to form in all reports required to be filed under Sections 13, 14 material respects with applicable accounting requirements and 15(d) the published rules and regulations of the Exchange Act since January 1Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, 1997. Each of except as may be otherwise indicated in such financial statements or the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes thereto, and schedules) fairly present in all material respects the financial position of the Company and its consolidated statements subsidiaries as of income, retained earnings or and for the dates thereof and the results of operations and cash flows, as the case may be, of Parent flows for the periods set forth therein (then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)adjustments. The Since the date of the financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997Company's last filed Quarterly Report on Form 10-Q, there has been no material change event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in Parent's accounting methods or principles, except as described in any of the notes to such Parent financial statementsDisclosure Materials.

SEC Documents. Parent has filed all of the required forms, reports and documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") SEC since January 1August 6, 1997 1996 (collectively, the "Horseshoe Parent SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Securities Laws. As of their respective dates, the Horseshoe Parent SEC Reports (a) complied as to form in all material respects with the applicable requirements of 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 thereunder; Laws 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Parent SEC Reports (including the related notes and schedules) fairly present in all material respects presents the consolidated financial position of Parent and the Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Parent and the Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which that would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated noted therein and except, in the notes thereto). Since December 31case of the unaudited statements, 1997, there has been no material change in Parent's accounting methods as permitted by Form 10-Q pursuant to Section 13 or principles, except as described in 15(d) of the notes to such Parent financial statementsExchange Act.

SEC Documents. Parent has filed timely with the SEC all of the documents forms, registration statements, reports, schedules and statements required to be filed by Parent with it under the Exchange Act or the Securities and Exchange Commission Act ("SEC") since January 1all such documents, 1997 (collectively, the "Horseshoe Reports"“Parent SEC Documents”). As of their respective datesThe Parent SEC Documents, the Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933including, as amended without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Parent Financial Statements”), as at the time filed (in the case may beof registration statements, and solely on the rules and regulations thereunder; and dates of effectiveness), except to the extent corrected by a subsequently filed Parent SEC Document filed prior to the date hereof, (bi) 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 made thereintherein (in the case of any prospectus, in the light of the circumstances under which they were made, ) not misleading. Parent has timely filed , (ii) complied as to form in all material respects with the SEC all reports required to be filed under Sections 13, 14 and 15(d) applicable requirements of the Exchange Act since January 1, 1997. Each of and the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flowsSecurities Act, as the case may beapplicable, of Parent for the periods set forth therein (subject, iii) in the case of unaudited statementsthe Parent Financial Statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been (iv) in the case of the Parent Financial Statements, were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of unaudited statements, as permitted by Form 10-Q promulgated under the Exchange Act) and (v) in the case of the Parent Financial Statements, fairly present (subject in the case of unaudited statements to such normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position of Parent financial statementsand its Subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Documents. (a) Parent has filed all of the required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2005. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (collectively, including those that Parent may file subsequent to the date hereof until the Effective Time) are referred to herein as the "Horseshoe Reports"). PARENT SEC REPORTS." As of their respective dates, the Horseshoe Parent SEC Reports (ai) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; of the SEC thereunder applicable to such Parent SEC Reports and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Parent's Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Parent has timely filed with established and maintains the SEC all reports required to be filed disclosure controls and procedures (as defined in Rule 13a-15 under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedulesAct) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as are described in the notes to such Parent financial statementsSEC Reports.

SEC Documents. Parent has As of their respective filing dates, each report, statement and other filing filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") SEC by Acquiror since January 1March 31, 1997 2002 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a“Acquiror SEC Documents”) complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934Act, as amended (the "Exchange Act"), as the case may beapplicable, and none of the rules and regulations thereunder; and (b) did not contain Acquiror SEC Documents as of their respective filing dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent corrected by an Acquiror SEC Document filed subsequently (but prior to the date hereof). Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, Except as the case may be, of Parent for the periods set forth therein (subjectin any Acquiror SEC Document, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of ParentAcquiror, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply most recent annual report on Form 10-K and each subsequent quarterly report on Form 10-Q, in each case as amended, if applicable, included in the Acquiror SEC Documents (the “Acquiror Financial Statements”) (i) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and (ii) have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated (except as may otherwise be indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent case of unaudited statements, as permitted by Form 10-Q, Form 8-K or any successor form under the Exchange Act), and (iii) present fairly in all material respects the consolidated financial condition and results of operations and cash flows of Acquiror as of the dates, and for the periods, indicated therein (subject, in the case of interim period financial statements, to normal recurring year-end audit adjustments).

SEC Documents. Parent has filed all furnished or made available Target with a ------------- correct and complete copy of the documents required to be each report, schedule, registration statement and definitive proxy statement filed by Parent with the Securities and Exchange Commission ("SEC") since SEC on or after January 1, 1997 1998 (collectively, the "Horseshoe ReportsParent SEC Documents"), which are all the documents (other than -------------------- preliminary material) that Parent was required to file (or otherwise did file) with the SEC on or after January 1, 1998. As of their respective dates, none of the Horseshoe Reports Parent SEC Documents (aincluding all exhibits and schedules thereto and documents incorporated by reference therein) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Parent SEC Documents complied as to form when filed in all material respects with the then applicable requirements of 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 thereunder; 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with promulgated by the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)thereunder. The financial statements of Parent, including the notes thereto, Parent included in or incorporated by reference into the Horseshoe Reports comply Parent SEC Documents complied as to form in all material respects with the then applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied during the periods involved (except as may be have been indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of the unaudited statements, as permitted by Form 10-Q promulgated by the SEC) and fairly present (subject, in the case of the unaudited statements, to such normal audit adjustments) the consolidated financial position of Parent financial statementsand its subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Documents. Parent has filed all furnished Seller with or made available to Seller true and complete copies of the documents required to be each statement, annual, quarterly and other report, registration statement (without exhibits) filed by Parent with the Securities and Exchange Commission SEC since December 19, 1996 ("SEC") since January 1, 1997 (collectively, the "Horseshoe ReportsParent SEC Documents"). As of their respective filing dates, the Horseshoe Reports (a) Parent SEC Documents complied as to form in all material respects with the applicable 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")amended, as the case may be, and none of the rules and regulations thereunder; and (b) did not contain 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 to make the statements made therein, in the light of the circumstances under in which they were made, not misleading. , except to the extent corrected by a subsequently filed Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)Document. The financial statements of Parent, including the notes thereto, Parent included in or incorporated by reference into the Horseshoe Reports Parent SEC Documents (the "Parent Financial Statements") comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of Parent at the dates thereof and the consolidated results of their operations and changes in financial position for the periods then ended (subject, in the case of unaudited statements., to

SEC Documents. Parent The Company has filed all of not provided to the documents required Purchaser any information which according to be filed applicable law, rule or regulation, should have been disclosed publicly prior to the date hereof by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports")Company but which has not been so disclosed. As of their respective dates, the Horseshoe Reports (a) complied as SEC Documents complied, and all similar documents filed with the SEC prior to form the Initial Closing Date will comply, in all material respects with the applicable requirements of 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 thereunder; of the SEC promulgated thereunder and (b) did not contain other federal, state and local laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents contained, nor will any similar document filed with the SEC prior to the Initial Closing Date 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely The financial statements of the Company included in the SEC Documents, as of the dates thereof, complied, and all similar documents filed with the SEC prior to the Initial Closing Date will comply, as to form in all reports required to be filed under Sections 13, 14 material respects with applicable accounting requirements and 15(d) the published rules and regulations of the Exchange Act since January 1SEC and other applicable rules and regulations with respect thereto. Such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, 1997. Each to the extent they may not include footnotes or may be condensed or summary statements as permitted by Form 10-Q of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes SEC) and schedules) fairly present in all material respects the financial position of the Company and its consolidated statements subsidiaries as of income, retained earnings or the dates thereof and the consolidated results of operations and cash flows, as the case may be, of Parent flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent 3.7.1. CSI has furnished RP with each registration statement, Quarterly Report on Form 10-QSB, Report on Form 8-KSB, report, proxy statement or information statement, including all exhibits thereto, prepared by CSI since September 18, 1997, including, without limitation, (a) its Annual Report on Form 10-KSB for its fiscal year ended December 31, 1997 (the "CSI Balance Sheet Date") which includes the consolidated balance sheets of CSI and its Subsidiaries (the "CSI Balance Sheet") as of such date (the "CSI Balance Sheet Date") and CSI's Quarterly Reports on Form 10-QSB, and Reports on Form 8-K filed all since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on May 9, 1998, each of (a) and (b) in the documents required to be form (including exhibits and any amendments thereto) filed by Parent with the Securities and Exchange Commission (the "SEC") since January 1, 1997 and the items in (collectivelya) and (b), the "Horseshoe CSI Reports"). ." As of their respective dates, the Horseshoe CSI Reports (aincluding, without limitation, any financial statement or schedules included or incorporated by reference 7 therein) complied as to form (i) were prepared in all material respects in accordance with the applicable requirements of 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 respective rules and regulations thereunder; , and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 The 1996 and 15(d) 1997 consolidated financial statements of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent CSI included in or incorporated by reference into the Horseshoe CSI Reports (including the related notes and schedules) fairly present fairly, in all material respects the consolidated statements financial position of incomeCSI and its Subsidiaries as of December 31, retained earnings or 1997 and 1996 and the consolidated results of their operations and their cash flowsflows for such fiscal periods, as the case may bein conformity with generally accepted accounting principles ("GAAP"), of Parent for consistently applied during the periods involved. Except as and to the extent set forth therein (subject, in on the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of ParentCSI Balance Sheet, including the all notes thereto, included or as set forth in the CSI Reports or incorporated by reference into the Horseshoe Reports comply as CSI Disclosure Schedule, neither CSI nor any of its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) whether or not required to form in all material respects with applicable accounting requirements and with the published rules and regulations be reflected on, or reserved against in, a consolidated balance sheet of the SEC with respect theretoCSI, and have been prepared in accordance with GAAP GAAP, consistently applied (applied, except as may be indicated liabilities arising in the notes thereto). Since December 31ordinary course of business since such date which would not reasonably be expected to have, 1997individually or in theaggregate, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsa CSI Material Adverse Effect.

SEC Documents. Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC since January 1, 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Parent Reports"), and Parent has filed all of the forms, reports and documents required to be filed by Parent it with the Securities SEC pursuant to relevant securities statutes, regulations, policies and Exchange Commission ("SEC") rules since January 1, 1997 (collectively, the "Horseshoe Reports")such time. As of their respective dates, the Horseshoe Parent Reports (ai) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Parent Reports (including the related notes and schedules) fairly present in all material respects presents the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations Q of the SEC with respect theretoSEC), and have been prepared in each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsnoted therein.

SEC Documents. (a) Parent has filed or furnished all of the reports, schedules, forms, proxy statements, prospectuses, registration statements and other documents required to be filed or furnished by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2018, and Parent has made available to the Company (including through the SEC’s E▇▇▇▇ database) true, correct and complete copies of all such documents (collectively, the "Horseshoe Reports"“Parent’s SEC Documents”). As of their respective datesdates (or, if amended or supplemented, as of the Horseshoe Reports (a) date of the most recent amendment or supplement), each of Parent’s SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange “1934 Act"”), as the case may beSecurities Act and the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, and the any rules and regulations promulgated thereunder; , and (b) did not contain none of Parent’s SEC Documents, as of their 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d. (b) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent financial statements (including, in each case, any notes thereto) contained in Parent’s SEC Documents was prepared in accordance with GAAP throughout the periods indicated (except as may be indicated in the notes thereto and except that financial statements included in or incorporated by reference into the Horseshoe Reports (including the related with interim reports do not contain all notes to such financial statements) and schedules) each fairly present presented in all material respects the consolidated statements financial position, results of income, retained earnings or operations and changes in stockholders’ equity and cash flows, as the case may be, flows of Parent and its consolidated subsidiaries as at the respective dates thereof and for the respective periods set forth indicated therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would are not expected, individually or in the aggregate, to be material in amount or effectmaterial). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto58 (c) Parent is not now, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31has never been, 1997a shell issuer, there has been no material change in Parent's accounting methods or principles, except as described in Rule 144(i)(1) under the notes to such Parent financial statementsSecurities Act.

SEC Documents. Parent The Borrower has filed filed, through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or successor thereto) (“▇▇▇▇▇”), all of the documents required to be SEC Documents within the time frames prescribed by the SEC (including any available grace periods and extensions authorized by the SEC) for the filing of such SEC Documents such that each filing was timely filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, or to the Horseshoe Reports (a) extent corrected by a subsequent restatement filed prior to the date that this representation is made, each of the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and/or the "Securities Act") or the Securities Exchange Act of 1934, (as amended (the "Exchange Act"), as the case may be, applicable) and the rules and regulations thereunder; and (b) did not contain of the SEC promulgated thereunder applicable to the SEC Documents. None of the SEC Documents, at the time filed with the SEC, 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with Since the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations filing of the SEC with respect theretoDocuments, as of each Disbursement Date, no event has occurred that would require an amendment or supplement to any of the SEC Documents and have as to which such an amendment or a supplement has not been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods filed and made publicly available on ▇▇▇▇▇ on or principles, except as described in the notes prior to such Parent financial statementsDisbursement Date. As of the Closing Date, the Borrower has not received any written comments from the SEC staff that have not been resolved, to the knowledge of the Borrower, to the satisfaction of the SEC staff.

SEC Documents. Parent Basic has filed all of the documents required made available to be JetStar each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent it with the Securities and Exchange Commission ("“SEC"”) since January 1, 1997 2006, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Horseshoe “Basic Reports"”), and Basic has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Horseshoe Basic Reports (ai) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Basic Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of Basic and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings cash flows and stockholders’ equity included in or incorporated by reference into the Basic Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders’ equity, as the case may be, of Parent Basic and its Subsidiaries for the periods set forth therein (subjecttherein, in each case in accordance with GAAP, except, in the case of unaudited statements, to for normal year-end audit adjustments which would not be material in amount or effect). The financial statements and the absence of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent has made available to the Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent with the SEC since January 1, 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Parent Reports"), and Parent has filed all of the forms, reports and documents required to be filed by Parent it with the Securities SEC pursuant to relevant A-18 securities statutes, regulations, policies and Exchange Commission ("SEC") rules since January 1, 1997 (collectively, the "Horseshoe Reports")such time. As of their respective dates, the Horseshoe Parent Reports (ai) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Parent Reports (including the related notes and schedules) fairly present in all material respects presents the consolidated financial position of Parent and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings cash flows and stockholders' equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents the results of operations, cash flowsflows or changes in stockholders' equity, as the case may be, of Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations Q of the SEC with respect theretoSEC), and have been prepared in each case in accordance with GAAP generally accepted accounting principles consistently applied (during the periods involved, except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsnoted therein.

SEC Documents. Parent BDE has filed all made available to Joltid true and complete copies of BDE's Annual Report on Form 10-KSB for the documents required to be fiscal year ended December 31, 2001 and each report, proxy statement or registration statement filed by Parent BDE with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) complied as pursuant to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") or the Securities Act since the filing of such Annual Report through the date hereof (collectively such documents are referred to as the "SEC DOCUMENTS"). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act"), as the case may be, and the rules and regulations thereunder; of the Commission promulgated thereunder and (b) the SEC Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, BDE included in or incorporated by reference into the Horseshoe Reports comply as to form SEC Documents complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC Commission or other applicable rules and regulations with respect thereto, and thereto at the time of such inclusion. Such financial statements have been prepared in accordance with GAAP consistently generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods thereto or principles, except as described (ii) in the notes case of unaudited interim statements, to such Parent the extent they exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of BDE as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim statements, to normal year-end audit adjustments).

SEC Documents. The Parent has timely filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") SEC all required documents since January 1, 1997 1993, and will timely file all required Parent SEC Documents between the date hereof and the Effective Time (collectivelyall such documents, the "Horseshoe ReportsParent SEC Documents"). As of their respective dates, the Horseshoe Reports (a) Parent SEC Documents complied as to form or will comply in all material respects with the applicable requirements of 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 and, as of their respective dates, none of the rules and regulations thereunder; and (b) did not Parent SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the The consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, Parent included or to be included in or incorporated by reference into the Horseshoe Reports Parent SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently generally accepted accounting principles (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31) and fairly present the consolidated financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and statements of cash flows for the periods then ended (subject, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of unaudited statements, to such Parent financial statementsnormal year- end audit adjustments and to any other adjustments described therein).

SEC Documents. Parent Buyer has filed all delivered to Seller true and correct copies of Seller's Annual Report on Form 10-K for the documents required year ended June 26, 1998, Quarterly Report on Form 10-Q for the quarter ended September 25, 1998 (together with the reports to be delivered by Buyer to Seller pursuant to Section 6.3, the "SEC Documents"), each as filed by Parent Buyer with the Securities and Exchange Commission (the "SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of 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 thereunder; of the SEC promulgated thereunder applicable to the SEC Documents, and (b) did not contain none of the SEC Documents, at the time they were filed with the SEC, 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with As of their respective dates, the financial statements of Buyer included in the SEC Documents complied as to form in all reports required to be filed under Sections 13, 14 material respects with applicable accounting requirements and 15(d) the published rules and regulations of the Exchange Act since January 1SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles, 1997. Each consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the consolidated balance sheets of Parent included in extent they may exclude footnotes or incorporated by reference into the Horseshoe Reports (including the related notes may be condensed or summary statements) and schedules) fairly present in all material respects the consolidated statements financial position of income, retained earnings or Buyer as of the dates thereof and the results of its operations and cash flows, as the case may be, of Parent flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent has filed in a timely manner all of the documents that it was required to be filed by Parent file with the Securities and Exchange Commission (the "SEC") since January 1under Sections 13, 1997 (collectively, the "Horseshoe Reports"). As 14(a) and 15(d) of their respective dates, the Horseshoe Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), as the case may be, ) and the all rules and regulations thereunder; , since July 28, 2000, the date on which Parent became subject to such reporting requirements. As of their respective filing dates, all documents filed by Parent with the SEC (the "SEC DOCUMENTS") complied in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and (b) did not contain all rules and regulations thereunder. None of the SEC Documents contained, as of their respective dates, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets The financial statements of Parent included in or incorporated by reference into the Horseshoe Reports SEC Documents (including the related notes and schedules"PARENT FINANCIAL STATEMENTS") fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and . The Parent Financial Statements have been prepared in accordance with GAAP consistently applied and fairly present in all material respects the consolidated financial position of Parent and its Subsidiaries at the dates thereof and the results of operations and cash flows of Parent and its Subsidiaries for the periods then ended in accordance with GAAP (except as may be indicated subject, in the notes theretocase of unaudited statements, to normal accruals and adjustments). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent Autobytel has filed filed, or furnished, as applicable, all of the required reports, schedules, registration statements and other documents required to be filed by Parent with the Securities and Exchange Commission ("“SEC"”) since January 1December 31, 1997 2009 (collectively, the "Horseshoe Reports"“Autobytel SEC Documents”). As of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the Horseshoe Reports (a) Autobytel SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") amended, or the Securities Exchange Act of 1934, as amended (the "Exchange Act")amended, as the case may be, and the rules and regulations thereunder; of the SEC thereunder applicable to such Autobytel SEC Documents, and (b) did not contain none of the Autobytel 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, Autobytel included in or incorporated by reference into the Horseshoe Reports comply Autobytel SEC Documents complied as to form form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto (except, and in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP consistently generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated disclosed therein) and fairly present in all material respects the notes thereto). Since December 31consolidated financial position of Autobytel and its consolidated subsidiaries and the consolidated results of operations, 1997, there has been no material change changes in Parent's accounting methods or principles, except stockholders’ equity and cash flows of such companies as described in of the notes to such Parent financial statementsdates and for the periods shown.

SEC Documents. Parent PCA has filed all delivered or made available to Sierra a true and complete copy of the documents required to be each material report, schedule, registration statement and definitive proxy statement filed by Parent PCA with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 1992 (collectivelyas such documents have since the time of their filing been amended, the "Horseshoe ReportsPCA SEC Documents")) which are all the documents (other than preliminary material) that PCA has been required to file with the SEC since such date. As of their respective dates, the Horseshoe Reports (a) PCA SEC Documents complied as to form in all material respects with the applicable requirements of 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 thereunder; of the SEC thereunder applicable to such PCA SEC Documents and (b) did not contain at the time of its filing none of the PCA 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the The consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, PCA included in or incorporated by reference into the Horseshoe Reports PCA SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects (subject, in the case of the unaudited statements, to such Parent normal, recurring audit adjustments) the consolidated financial statementsposition of PCA and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended.

SEC Documents. Parent ▇▇▇▇▇ has filed all of the documents required made available to be Frontier each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Parent ▇▇▇▇▇ with the Securities and Exchange Commission ("“SEC"”) since January 1July 31, 1997 2000, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "Horseshoe “▇▇▇▇▇ Reports"”), and ▇▇▇▇▇ has filed all forms, reports and documents required to be filed by it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since such time. As of their respective dates, the Horseshoe ▇▇▇▇▇ Reports (ai) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder and complied with the then applicable accounting requirements and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been modified or superseded by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997date hereof. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe ▇▇▇▇▇ Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of ▇▇▇▇▇ and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings cash flows and stockholders’ equity included in or incorporated by reference into the ▇▇▇▇▇ Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flowsflows or changes in stockholders’ equity, as the case may be, of Parent ▇▇▇▇▇ and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to such exceptions as may be permitted by Form 10-Q of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein, and except that the unaudited interim financial statements were or are subject to normal and recurring year-end audit adjustments which would were not or are not expected to be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent CSI has filed all of the reports, schedules, forms, statements and other documents required to be filed by Parent it with the Securities and Exchange Commission ("SEC"the “Commission”) since January 1pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”), 1997 (collectivelyand except as disclosed in the SEC Documents, during the "Horseshoe Reports")12 calendar months prior to the date hereof, all such SEC Documents have been filed in a timely manner. As of their respective datesCSI is currently eligible to use Form S-1 for stockholder registration statements under the Securities Act and also should be eligible to use a Registration Statement on Form S-3 after April 20, 2007 if it timely files all SEC Documents it is required to file from the Horseshoe Reports (a) date hereof through April 20, 2007. CSI covenants to the Agent and each Purchaser that it will use its best efforts to effect such filings in a timely manner.. The SEC Documents have complied as to form in all material respects with the applicable requirements of 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 thereunder; of the Commission promulgated thereunder applicable to the SEC Documents, and (b) did not contain none of the SEC Documents, at the time they were filed with the Commission, 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with As of their respective dates, to the best of CSI’s knowledge during those respective dates, the financial statements of CSI included in the SEC Documents complied as to form in all reports required to be filed under Sections 13, 14 material respects with applicable accounting requirements and 15(d) the published rules and regulations of the Exchange Act since January 1Commission with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States as in effect from time to time (“GAAP”), 1997. Each consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of unaudited interim statements, to the consolidated balance sheets of Parent included in extent they may exclude footnotes or incorporated by reference into the Horseshoe Reports (including the related notes may be condensed or summary statements) and schedules) fairly present in all material respects the consolidated statements financial condition of income, retained earnings or CSI as of the respective dates thereof and the results of its operations and cash flows, as the case may be, of Parent flows for the respective periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments). The financial statements of Parent, including the notes thereto, included Except as set forth in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretoDocuments, and have been prepared CSI has not received notification from the Commission, the American Stock Exchange and/or any federal or state securities bureaus that any investigation (informal or formal), inquiry or claim is pending, threatened or in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes process against CSI and/or relating to such Parent financial statementsany of CSI’s securities.

SEC Documents. Parent SUG has made (and, with respect to -------------------------- such documents filed all after the date hereof through the Closing Date, will make) available to FAL a true and complete copy of the documents required to be each report, schedule, registration statement (other than on Form S-8), and definitive proxy statement filed by Parent SUG with the Securities SEC since September 16, 1999 and Exchange Commission through the Closing Date in sub- stantially the form filed with the SEC ("SEC") since January 1, 1997 (collectively, the "Horseshoe ReportsSUG SEC Documents"). As of their respective dates, the Horseshoe Reports SUG SEC Documents, including without limitation any financial statements or schedules included therein, complied (a) complied as to form or will comply), in all material respects with the applicable requirements of 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 thereunder; of the SEC there- under applicable to such SUG SEC Documents, and (b) did not (or will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 The audited ▇▇▇▇▇▇▇- dated financial statements and 15(d) unaudited interim financial state- ments of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent SUG included in the SUG SEC Documents (collectively, the "SUG Financial Statements") were (or incorporated will be) prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by reference into the Horseshoe Reports (including the related notes Form 10-Q) and schedules) fairly present (or will fairly present) in all material respects the consolidated statements financial position of income, retained earnings SUG as of the respective dates thereof or the results of operations and cash flowsflows for the respective periods then ended, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited interim financial statements, to normal year-end audit normal, recurring adjustments which would are not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsaggregate.

SEC Documents. Parent Each of the Company and its Subsidiaries has filed all of the forms, reports, registration statements, proxy statements, schedules and documents required to be filed by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1December 31, 1997 through the date hereof (collectively, the "Horseshoe Company Reports"). As of their respective dates, the Horseshoe Company Reports (ai) complied as to form in all material respects with the applicable requirements of 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 thereunder; , and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with The most recent consolidated balance sheet (the SEC all reports required to be filed under Sections 13, 14 and 15(d"Balance Sheet") of the Exchange Act since January 1, 1997. Each of the Company and its consolidated balance sheets of Parent Subsidiaries included in or incorporated by reference into the Horseshoe Company Reports (including the related notes and schedules) fairly present in all material respects presents the consolidated financial position of the Company and its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, retained earnings and cash flows of the Company and its consolidated Subsidiaries included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents the consolidated results of operations, retained earnings or cash flows, as the case may be, of Parent the Company and its consolidated Subsidiaries for the periods set forth therein, in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein (subject, in the case of unaudited interim statements, to normal and recurring year-end audit adjustments which would not be material in amount or effectand exceptions permitted by Form 10-Q). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statements.

SEC Documents. Parent has filed all of the required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by Parent it with the Securities and Exchange Commission ("SEC") SEC since January 1, 1997 2005. Parent has made available to the Company all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (collectively, including those that Parent may file subsequent to the "Horseshoe date hereof until the Effective Time) are referred to herein as the “Parent SEC Reports"). .” As of their respective dates, the Horseshoe Parent SEC Reports (ai) were prepared in accordance and complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; of the SEC thereunder applicable to such Parent SEC Reports, and (bii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed None of Parent’s Subsidiaries is required to file any forms, reports or other documents with the SEC all reports required to be filed under Sections 13, 14 and 15(d) SEC. As of the Exchange Act since January 1date hereof, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal yearis a Well-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsKnown Seasoned Issuer.

SEC Documents. Since the date on which a registration statement with respect to Parent Common Stock became effective with the Securities and Exchange Commission (the "Commission"), Parent has filed all of the forms, reports, and other documents (including all exhibits, schedules and annexes thereto) required to be filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Parent Reports"). As Except to the extent that information contained in any Parent Report has been revised or superseded by a later Parent Report filed and publicly available prior to the date of this Agreement, as of their respective dates, the Horseshoe Parent Reports (a) complied as to form were (and any Parent Reports filed after the date hereof will be) in all material respects in accordance with the applicable requirements of 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 promulgated thereunder; , and (b) as of their respective filing dates did not (and any Parent Reports filed after the date hereof will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets The financial statements of Parent included in such reports (or incorporated therein by reference into the Horseshoe Reports (including the related notes and schedulesreference) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no thereto and subject to normal year-end adjustments) and fairly present in all material change in Parent's accounting methods or principles, except respects the financial position of Parent and its consolidated subsidiaries as described in of the notes to such Parent financial statementsdates thereof and the periods then ended.

SEC Documents. Parent has filed all of The Company hereby makes reference to the following documents required to be filed by Parent the Company with the Securities and Exchange Commission ("SEC") since January 1Commission, 1997 which are available for review on the Commission’s website, ▇▇▇.▇▇▇.▇▇▇ (collectively, the "Horseshoe Reports")“SEC Documents”): (a) the Annual Report; and (b) the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014; and any amendments thereto. As of their respective dates, the Horseshoe Reports (a) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act and none of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder; and (b) did not contain any SEC Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, Company included in or incorporated by reference into the Horseshoe Reports SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently generally accepted accounting principles in the United States (“GAAP”) (except, in the case of unaudited statements, as permitted by the applicable form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of the Company as of the dates thereof and its consolidated statements of operations, stockholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which were and are not expected to have a material adverse effect on the Company, its business, financial condition or results of operations). Since Except as and to the extent set forth on the balance sheet of the Company as of December 31, 19972014, there has been no material change in Parent's accounting methods or principles, except as described in including the notes thereto, the Company has no liability or obligation of any nature (whether accrued, absolute, contingent or otherwise and whether required to such Parent financial statementsbe reflected on a balance sheet or not).

SEC Documents. Since August 1, 2004, Parent has filed all of the required reports, schedules, forms, statements and other documents required to be filed by Parent with the Securities and Exchange Commission SEC ("SEC") since January 1, 1997 (collectively, such documents being referred to herein collectively as the "Horseshoe Reports"“Parent SEC Documents”). As of their respective dates, the Horseshoe Reports (a) Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; of the SEC promulgated thereunder applicable to the Parent SEC Documents, and (b) did not contain none of the 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 made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets The financial statements of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present Parent SEC Documents, as of their respective dates, complied in all material respects with applicable accounting requirements and the consolidated statements published rules and regulations of incomethe SEC with respect thereto, retained earnings or cash flowswere prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10 Q of the case SEC) applied on a consistent basis during the periods involved (except as may be, be indicated in the notes thereto) and fairly present the financial position of Parent and its consolidated subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-year end audit adjustments which would not be material in amount or effectand other adjustments described therein). The financial statements No Parent Material Adverse Change has occurred subsequent to May 10, 2005 and prior to the date of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsthis Agreement.

SEC Documents. Parent has furnished ▇▇▇▇▇▇▇▇ with a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since inception (as such documents have since the time of their filing been amended, the "Parent SEC Documents") and since that date, Parent has filed with the SEC all of the documents required to be filed by Parent with pursuant to Section 13(a) of the Securities and Exchange Commission Act of 1934, as amended ("SEC") since January 1, 1997 (collectively, the "Horseshoe ReportsExchange Act"). As of their respective dates, the Horseshoe Reports (a) Parent SEC Documents complied as to form in all material respects with the applicable requirements of 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 thereunder; of the SEC thereunder applicable to such Parent SEC Documents, and (b) did not contain none of the 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 to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets The financial statements of Parent included in or incorporated by reference into the Horseshoe Reports (including the related notes and schedules) fairly present in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, are accurate and in accordance with the books and records of Parent, have been prepared in accordance with GAAP consistently generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto). Since December 31thereto or, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes case of the unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited statements, to such normal, recurring audit adjustments) the consolidated financial position of Parent financial statementsas at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended.

SEC Documents. Parent has filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC"a) since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, or, if amended, as of the Horseshoe Reports date of the last such amendment, each registration statement, report, proxy statement or information statement (aas defined in Regulation 14C under the Exchange Act) of Parent prepared by Parent since January 1, 1998, in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Parent Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act of 1933Act, 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 thereunder; thereunder applicable to such Parent Reports and (bii) at the time they were filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC all reports required to be filed under Sections 13, 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Parent Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated financial position of Parent and each of the Parent Subsidiaries as of its date, and each of the consolidated statements of incomeoperations, retained earnings stockholders' equity and cash flows included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presents in all material respects the financial position, results of operations and cash flows, as the case may be, of Parent and each of the Parent Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would are not reasonably likely to be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and have been prepared the absence of footnotes), in each case in accordance with GAAP consistently applied (during the periods involved, except as may be indicated noted therein. (b) Except as and to the extent set forth on the balance sheet of Parent as of September 30, 1999, including the notes thereto (the "Parent ------ Balance Sheet"), Parent has no material liability or obligation of any nature ------------- (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on a balance sheet, or in the notes thereto). Since December 31, 1997, there has been no material change prepared in Parent's accounting methods or principlesaccordance with GAAP, except for liabilities and obligations (i) disclosed in any Parent Report and Parent Mailing (as described defined hereafter) filed since September 30, 1999 and prior to the date of this Agreement, (ii) incurred since September 30, 1999 in the notes ordinary course of business, (iii) incurred pursuant to this Agreement or (iv) liabilities or obligations which individually and in the aggregate, would not have a Parent Material Adverse Effect. (c) Parent will deliver to the Company as soon as they become available true and complete copies of any report, registration statement or statement mailed by it to its securityholders generally (the "Parent Mailings") --------------- subsequent to the date hereof and prior to the Effective Time. As of their respective dates, such Parent financial statementsMailings (excluding any information therein provided by the Company, as to which Parent makes no representation) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading and will comply in all material respects with all applicable requirements of law.

SEC Documents. Parent (a) The Company has timely filed with or furnished to the SEC all of the forms, reports, schedules, statements, prospectuses, registration statements, definitive proxy statements and other documents required to be filed by Parent the Company with or furnished by the Securities and Exchange Commission ("SEC") Company to the SEC since January 1, 1997 2023 (collectively, including all exhibits thereto and information incorporated by reference therein, the "Horseshoe Reports"“Company SEC Documents”). As of their respective datesfiling dates (and/or as of the date of any amendment or supplement thereto), the Horseshoe Reports (ai) each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act")2002, as the case may be, and the respective rules and regulations of the SEC promulgated thereunder; , in each case, applicable to such Company SEC Documents and (bii) as of their respective dates, or, to the extent amended or supplemented prior to the date of this ​ ​ Agreement, as of the date of (and giving effect to) the last amendment or supplement (and in the case of registration statements, on the date of effectiveness), the Company SEC Documents when filed or furnished pursuant to the Securities Act or the Exchange Act did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. ; provided, however, that no representation or warranty is made by the Company with respect to information supplied by or on behalf of Parent or Merger Sub or any of their Representatives specifically for inclusion or incorporation by reference in any Company SEC Document. (b) The Company has timely filed with established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the SEC Exchange Act) and such disclosure controls and procedures are designed to ensure that all reports information (both financial and non-financial) required to be filed disclosed by the Company in the reports that it files or submits under Sections 13, 14 and 15(d) of 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 by the Company in the reports that it files or submits under the Exchange Act 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. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. (c) 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): (i) designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of Company financial statements for external purposes in accordance with GAAP; (ii) that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (iii) that 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 are being made only in accordance with authorizations of the Company’s management and the Company Board; and (iv) that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. (d) There are no outstanding loans or other extension of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company. Except as disclosed in its Company SEC Documents, since January 1, 1997. Each 2021, neither the Company nor, to the knowledge of the consolidated Company, the Company’s independent registered public accounting firm has identified or been made aware of (i) any material deficiencies or weaknesses in the design or operation of internal controls that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; (ii) any fraud, whether or not ​ ​ material, that involves management or other employees who have a role in internal controls or (iii) any claim or allegation regarding any of the foregoing. (e) The Company is not a party to, or has any commitment to become a party to, any joint venture, off balance sheets of Parent included in sheet partnership or incorporated by reference into the Horseshoe Reports any similar Contract or arrangement (including any Contract or arrangement relating to any transaction or relationship between or among the related notes Company, on the one hand, and schedulesany 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 of Regulation S-K under the Securities 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 in the Company’s published financial statements or other Company SEC Documents. (f) fairly present in The Company has made available to Parent accurate and complete copies of all material respects correspondence through the consolidated statements of incomedate hereof between the SEC, retained earnings or cash flowson the one hand, as and the case may beCompany, of Parent for on the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parentother hand, including comment letters from the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations staff of the SEC relating to the Company SEC Documents containing unresolved comments and all written responses of the Company thereto. To the knowledge of the Company, as of the date hereof, no Company SEC Document is the subject of ongoing review, comment or investigation by the SEC. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect thereto, and have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto). Since December 31, 1997, there has been no material change in Parent's accounting methods or principles, except as described in the notes to such Parent financial statementsany Company SEC Document.

SEC Documents. Parent (a) Transocean has timely filed with the SEC all of the documents (including exhibits and any amendments thereto) required to be so filed by Parent with the Securities and Exchange Commission ("SEC") it since January 1, 1997 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to GlobalSantaFe each registration statement, report, proxy statement or information statement (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Horseshoe “Transocean Reports"”). As of their its respective datesdate, the Horseshoe Reports each Transocean Report (ai) complied as to form in all material respects in accordance with the applicable requirements of each of the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other Applicable Law, as the case may be, and and, in each case, the applicable rules and regulations thereunder; of the SEC thereunder and (bii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed misleading except for such statements, if any, as have been corrected by subsequent filings with the SEC all reports required prior to be filed under Sections 13, 14 and 15(dthe date hereof. (b) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or incorporated by reference into the Horseshoe Transocean Reports (including the related notes and schedules) fairly present presents in all material respects the consolidated statements of income, retained earnings or cash flows, as the case may be, of Parent for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end recurring audit adjustments which would not be material normal in amount or effect). The nature and amount) the consolidated financial position of Transocean and its Subsidiaries as of its date, and each of the consolidated statements of Parentoperations, including the notes thereto, cash flows and changes in shareholders’ equity included in or incorporated by reference into the Horseshoe Transocean Reports comply as to form (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, cash flows or changes in shareholders’ equity, as the case may be, of Transocean and its Subsidiaries for the periods set forth therein; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Transocean with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and have been the financial statements to be filed by Transocean with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied (during the periods involved, except as may be indicated in the notes thereto)thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. Ernst & Young LLP is an independent public accounting firm with respect to Transocean and has not resigned or been dismissed as independent public accountants of Transocean. (c) Since December 31January 1, 19972004, there (A) the exercise price of each Transocean Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Transocean Benefit Plan under which such Transocean Option was granted) of a Transocean Ordinary Share as determined on the date of grant of such Transocean Option, and (B) all grants of Transocean Options were validly issued and properly approved by the Board of Directors of Transocean (or a duly authorized committee or subcommittee thereof) in material change compliance with Applicable Law and recorded in Parent's accounting methods Transocean’s financial statements referred to in Section 6.7(b) in accordance with GAAP, and no such grants involved any “back dating” or principlessimilar practices with respect to the effective date of grant or exercise price, except as described as, individually or in the notes aggregate, has not had and would not be reasonably likely to such Parent financial statementshave or result in a Transocean Material Adverse Effect.

SEC Documents. Parent has filed all of the documents required to be filed by Parent with the Securities and Exchange Commission ("SEC") since January 1, 1997 (collectively, the "Horseshoe Reports"). As of their respective dates, the Horseshoe Reports (a) The Company has delivered or made available to the Purchasers true and complete copies of: (i) the Annual Report, (ii) any other reports filed under cover of Form 6-K filed with the SEC since December 31, 1998, and (iii) all other SEC Documents. (b) As of its filing date, each SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) referred to in (a) above, filed, as amended or supplemented, if applicable, pursuant to the Exchange Act (i) complied as to form in all material respects with the applicable requirements of 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 thereunder; and (bii) did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has timely filed with the SEC . (c) Each registration statement (including all reports required to be filed under Sections 13, 14 exhibits and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of Parent included in or schedules thereto and documents incorporated by reference into the Horseshoe Reports therein) referred to in clause (including the related notes and schedulesa)(iii) fairly present in all material respects the consolidated statements of income, retained earnings or cash flowsfiled, as amended or supplemented, if applicable, pursuant to the case may beAct, as of Parent for the periods set forth therein date such statement or amendment became or will become effective (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect). The financial statements of Parent, including the notes thereto, included in or incorporated by reference into the Horseshoe Reports comply as to form i) complied in all material respects with the applicable accounting requirements of the Act and with (ii) did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the published rules statements therein not misleading (in the case of any prospectus, in light of the circumstances under which they were made). (d) The Company has delivered or made available to the Purchasers true and regulations complete copies of all correspondence between the SEC and the Company or its legal counsel, accountants or other advisors since January 1, 1998. The Company is not aware of any issues raised by the SEC with respect theretoto any of the SEC Documents, other than those disclosed to the Purchaser pursuant to this Section 3.6(d). (e) Except as set forth on Schedule 3.6(e), all agreements to which the ---------------- Company or any Subsidiary of the Company is a party or to which the property or assets of the Company or any Subsidiary of the Company are subject and have been prepared in accordance with GAAP consistently applied (except which are required to be filed as may be indicated in exhibits to the notes thereto). Since SEC Documents, including agreements entered into after December 31, 19971998, there has have been no material change filed as exhibits to the SEC Documents as required and neither the Company nor any Subsidiary of the Company nor, to the Company's knowledge, any other party is in Parent's accounting methods or principlesbreach of any such agreement and all such agreements, except as described including any agreements listed on Schedule 3.6(e), are in the notes to such Parent financial statementsfull force and effect.