Common use of SEC Documents Clause in Contracts

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effect.

SEC Documents. (a) AIP RELP has made available or will make available to RELP AIP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since the effective date of the latest AIP Registration StatementJanuary 1, 1994, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP RELP Reports"). The AIP RELP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws. 13") for the periods stated above. (b) To AIPthe RELP's actual knowledge, as of their respective dates, the AIP RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIPthe RELP's actual acknowledgeknowledge, each of the consolidated balance sheets of AIP RELP included in or incorporated by reference into the AIP RELP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP RELP included in or incorporated by reference into the AIP RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or and cash flows, as the case may be, of AIP and the AIP Subsidiaries RELP 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries RELP at March 31, 1997, including all notes thereto, or as set forth in the AIP RELP Reports, neither AIP nor any of the AIP Subsidiaries RELP has any no material 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 AIP RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP a RELP Material Adverse Effect.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31CSLC a true and complete copy of each report, 1997schedule, registration statement and definitive proxy statement filed by the registration statements of AIP filed Company with the SEC in connection with public offerings of AIP securities since January September 1, 1994 and all exhibits1997 (as such documents have been amended to date, amendments and supplements thereto (the "AIP Registration StatementsCompany SEC Documents"), and each registration statement, report, proxy statement or information statement and ) which constitute all exhibits thereto prepared by it or relating the documents (other than preliminary material) that the Company was required to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed file with the SEC (collectively, the "AIP Reports")since such date. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable thereto (ii) did not contain other than with respect to the timely filing thereof), and none of the Company SEC Documents contained, at the time they were filed, 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. To AIP's actual acknowledge, each The consolidated financial statements of the consolidated balance sheets of AIP Company included in or incorporated by reference into the AIP Reports (including Company SEC Documents comply in all material respects with applicable accounting requirements and with the related notes published rules and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each regulations of the consolidated statements SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of income, retained earnings and cash flows of AIP included in unaudited or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsinterim statements, as permitted by Form 10-Q of the case may be, of AIP SEC) and the AIP Subsidiaries for the periods set forth therein fairly present (subject, in the case of the unaudited or interim statements, to normal year-end and recurring audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during adjustments) the periods involved, except as may be noted therein and except, in the case consolidated financial position of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP Company and its Subsidiaries at March 31the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Since November 30, 1997, including all notes thereto, or as set forth in the AIP Reports1998, neither AIP the Company nor any of the AIP its Subsidiaries has incurred any material liabilities, except for (i) 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising incurred in the ordinary course of business since consistent with past practice, including the Company's obligations under the "Fleet Agreement" (as hereinafter defined), (ii) liabilities incurred in connection with or as a result of this Agreement and the Merger and the transactions contemplated thereby, and (iii) such date which would not have an AIP Material Adverse Effectother liabilities and obligations which, individually or in the aggregate, are de minimis.

SEC Documents. (a) AIP CSLC has made available or will make available to RELP prior to July 31the Company a true and complete copy of each report, 1997schedule, the registration statements of AIP statement and definitive proxy statement filed by it with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits1998 (as such documents have been amended to date, amendments and supplements thereto (the "AIP Registration StatementsCSLC SEC Documents"), and each registration statement, report, proxy statement or information statement and ) which are all exhibits thereto prepared by it or relating the documents (other than preliminary material) that CSLC was required to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed file with the SEC (collectively, the "AIP Reports")since such date. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) CSLC SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct, the Exchange Act and the Trust Indenture Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable thereto, and none of the CSLC SEC Documents contained, at the time they were filed, 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. To AIP's actual acknowledge, each The consolidated financial statements of CSLC included in the CSLC SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the consolidated balance sheets of AIP included SEC with respect thereto, have been prepared in or incorporated by reference into accordance with GAAP applied on a consistent basis during the AIP Reports periods involved (including except as may be indicated in the related notes and schedules) fairly presents thereto or, in the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each case of the consolidated statements of income, retained earnings and cash flows of AIP included in unaudited or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsinterim statements, as permitted by Form 10-Q of the case may be, of AIP SEC) and the AIP Subsidiaries for the periods set forth therein fairly present (subject, in the case of the unaudited or interim statements, to normal year-end and recurring audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during adjustments) the consolidated financial position of CSLC and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods involvedthen ended. Since September 30, 1998, except as may be noted therein and except, disclosed in the case CSLC SEC Documents, none of CSLC, Sub, the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, Trust or as set forth in the AIP Reports, neither AIP nor any of the AIP CSLC's other Subsidiaries has incurred any material liabilities except for (i) 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising incurred in the ordinary course of business since consistent with past practice, (ii) such date other liabilities incurred in connection with or as a result of the Merger and the transactions contemplated thereby, and (iii) liabilities and obligations which insofar as reasonably can be foreseen would not have an AIP not, individually or in the aggregate, result in a CSLC Material Adverse Effect.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31Levy Acquisition Co. a true and complete copy of each report, 1997schedule, registration statement and definitive proxy statement filed by the registration statements of AIP filed Company with the SEC in connection with public offerings since December 31, 1997 (as such documents have since the time of AIP securities since January 1their filing been amended, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration StatementsCompany SEC Documents"), and each registration statement, report, proxy statement or information statement and which are all exhibits thereto prepared by it or relating the documents (other than preliminary material) that the Company was required to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed file with the SEC (collectively, the "AIP Reports")since such date. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) the Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct of 1933, as amended (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and (ii) did not contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledgeExcept as disclosed in the Company Disclosure Letter, each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each statements of the consolidated Company included in the Company SEC Documents (including, without limitation, the audited balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes Company and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP its Subsidiaries for the periods set forth therein fiscal year ended December 31, 2001, as audited by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP (subject, in such balance sheet is referred to hereinafter as the case of unaudited statements, "Balance Sheet" and the Balance Sheet and related statements are referred to normal yearhereinafter as the "Year-end audit adjustments which would not be material in amount or effectEnd Financial Statements"), complied in each case in accordance all material respects with generally accepted applicable accounting principles consistently applied during requirements and with the periods involved, except as may be noted therein published rules and except, in the case regulations of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes SEC with respect thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, have been prepared in accordance with generally accepted accounting principles consistently applied("GAAP") applied on a consistent basis during the periods involved and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP. As of December 31, 2001, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since December 31, 2001, except as and to the extent set forth in the Company SEC Documents and except for liabilities arising or obligations incurred in the ordinary course of business since such date which consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would not have an AIP a Material Adverse EffectEffect on the Company. All agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31September 30, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13. (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effect.

SEC Documents. (a) AIP has made available The Company and its Subsidiaries have filed or will make available furnished all required reports, schedules, registration statements and other documents and exhibits thereto with or to RELP the SEC since December 31, 2005 and through the Business Day prior to July 31, 1997, the registration statements date of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto this Agreement (the "AIP Registration Statements"), and each registration statement, report, proxy statement “Company SEC Documents”) except as set forth on Company Disclosure Schedule 4.6. As of their respective dates of filing with or information statement and all exhibits thereto prepared by it or relating publicly furnishing to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyor, if amended or supplemented by a filing prior to the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledgedate hereof, as of their respective datesthe date of such latest filing), the AIP Reports (i) Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed with or publicly furnished to the SEC (iior, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing) 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. To AIP's actual acknowledge, each The financial statements of the consolidated balance sheets of AIP Company and its Subsidiaries, included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries Company SEC Documents complied, as of its their respective dates of filing with the SEC (or, if amended or supplemented by a filing prior to the date and each hereof, as of the consolidated statements date of incomesuch latest filing), retained earnings in all material respects with all applicable accounting requirements and cash flows with the published rules and regulations of AIP included the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, as permitted by the requirements of Form 10-Q promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (in the case of Company SEC Documents filed by the Company) or the entities purported to normal year-end audit adjustments which would not be material presented therein (in amount the case of Company SEC Documents filed by Subsidiaries or effect)separate accounts) and the consolidated results of operations, changes in each case in accordance with generally accepted accounting principles consistently applied during shareholder’s equity and cash flows of such companies or entities as of the dates and for the periods involved, except as may be noted therein and exceptshown (subject, in the case of the any unaudited interim financial statements, to normal and recurring year-end adjustments as permitted by the Securities Laws. (c) Except as Form 10-Q and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31Regulation S-X or that, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP individually or in the notes theretoaggregate, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not reasonably be expected to have an AIP a Material Adverse EffectEffect with respect to the Company).

SEC Documents. (a) AIP Parent has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities all documents required to be so filed by it since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"2000 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 and all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties since the effective date of the latest AIP Registration Statementhas so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Parent Reports"). The AIP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports each Parent Report (i) complied as to form in all material respects in accordance with the applicable requirements of the Securities Laws, Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Parent and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and equity included in or incorporated by reference into the AIP Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in equity, as the case may be, of AIP Parent and the AIP 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 not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of AIP Parent and its Subsidiaries at March 31, 1997included in the Parent Reports, including all notes thereto, or as set forth in of the AIP Reportsdate of such balance sheet, neither AIP Parent nor any of the AIP its Subsidiaries has any material 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 AIP Parent or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have an AIP aggregate, a Parent Material Adverse Effect.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July Since December 31, 19972018, the registration statements of AIP Parent has filed or furnished with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports reports, schedules and documents statements required to be filed by AIP or furnished under the Securities LawsAct or the Exchange Act, respectively (such forms, reports, schedules and statements, as amended, collectively, the “Parent SEC Documents”). 13 (b) To AIP's actual knowledgeAs of their respective filing dates, or, if amended prior to the date hereof, as of their respective datesthe date of (and giving effect to) the last such amendment made prior to the date hereof, each of the AIP Reports (i) Parent SEC Documents, complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when 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. To AIP's actual acknowledge, each . (b) The consolidated audited and unaudited interim financial statements of the consolidated balance sheets of AIP Parent included in or incorporated by reference into in the AIP Reports (Parent SEC Documents, including the related all notes and schedules) fairly presents schedules thereto, complied in all material respects, when filed or if amended prior to the consolidated financial position date of AIP and the AIP Subsidiaries this Agreement, as of its the date of such amendment, with the rules and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP, applied on a consistent basis during the periods involved, indicated (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Securities LawsSEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments) the consolidated financial position, results of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries, as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim financial statements, to absence of notes and normal year-end adjustments). To the knowledge of Parent, as of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review and Parent does not have outstanding and unresolved comments from the SEC with respect to any of the Parent SEC Documents. None of the Parent SEC Documents as of the date hereof is the subject of any confidential treatment request by Parent. (c) Except Other than any off-balance sheet financings as and to the extent set forth on specifically disclosed in the consolidated Parent SEC Documents filed or furnished prior to the date hereof, neither Parent nor any Subsidiary of Parent is a party to, or has any contract to become a party to, any joint venture, off-balance sheet of AIP and its Subsidiaries at March 31, 1997partnership or any similar contractual arrangement, including all notes theretoany off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements or any Parent SEC Documents. (d) Parent has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as set forth such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From January 1, 2018 to the date of this Agreement, Parent’s auditors and the Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the AIP Reportsdesign or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting, and, in each case, neither AIP Parent nor any of its Affiliates or Representatives has failed to disclose such information to Parent’s auditors or the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectParent Board.

SEC Documents. (a) AIP RP has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and furnished CSI each registration statement, report, proxy statement or information statement and statement, including all exhibits thereto thereto, prepared by it or relating to RP since August 29, 1997, including, without limitation, (a) its properties Annual Report on Form 10-K for its fiscal year ended May 31, 1998 (the "RP Balance Sheet Date"), which includes the consolidated balance sheet for RP as of such date (the "RP Balance Sheet") and RP's Quarterly Reports on Form 10-Q and Reports on Form 8-K filed since the effective date filing of the latest AIP Registration Statementsuch Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on October 1, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the SEC and the items in (collectivelya) and (b), the "AIP RP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as ." As of their respective dates, the AIP RP Reports (including, without limitation, any financial statements 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 LawsExchange Act, and the respective rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each The 1997 and 1998 consolidated financial statements of the consolidated balance sheets of AIP RP and its Subsidiaries included in or incorporated by reference into the AIP RP Reports (including the related notes and schedules) fairly presents present fairly, in all material respects, the consolidated financial position of AIP RP at May 31, 1997 and 1998, and the AIP Subsidiaries as consolidated results of its date their operations and each of the consolidated statements of income, retained earnings and their cash flows of AIP included such fiscal years in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case in accordance conformity with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) GAAP. Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997RP Balance Sheet, including all notes thereto, or as set forth in the AIP ReportsRP Reports or the RP Disclosure Schedule, neither AIP RP nor any of the AIP its Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be whether or not required to be reflected on, or reserved against in, a consolidated balance sheet of AIP or in the notes thereto, RP prepared in accordance with generally accepted accounting principles consistently appliedGAAP, except liabilities arising in the ordinary course of business since such date which would not have reasonably be expected to have, individually or in the aggregate, an AIP RP Material Adverse Effect.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities all documents required to be so filed by it since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Parent each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties since the effective date of the latest AIP Registration Statementhas so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Company Reports"). The AIP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports each Company Report (i) complied as to form in all material respects in accordance with the applicable requirements of the Securities Laws, Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP the Company and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and changes in stockholders' equity included in or incorporated by reference into the AIP Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders' equity, as the case may be, of AIP the Company and the AIP 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 not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of AIP the Company and its Subsidiaries at March 31, 1997included in the Company Reports, including all notes thereto, or as set forth in of the AIP Reportsdate of such balance sheet, neither AIP the Company nor any of the AIP its Subsidiaries has any material 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 AIP the Company or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have an AIP aggregate, a Company Material Adverse Effect.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31filed all required forms, 1997, the registration statements of AIP filed reports and documents with the SEC in connection with public offerings of AIP securities since January 1, 1994 Securities and all exhibits, amendments and supplements thereto Exchange Commission (the "AIP Registration StatementsSEC")) since December 31, and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC 1995 (collectively, the "AIP Company SEC Reports"). The AIP Reports, all of which were or will be prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). All required Company SEC Reports have been filed with the SEC in a timely manner, and constitute all forms, reports and documents required to be filed by AIP the Company under the Securities LawsLaws since December 31, 1995. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP the Company included in or incorporated by reference into the AIP Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP the Company and the AIP Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP the Company included in or incorporated by reference into the AIP Company 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 AIP the Company and the AIP Company 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (cForm 10-Q pursuant to Section 13 or 15(d) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectExchange Act.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 Securities and all exhibits, amendments and supplements thereto Exchange Commission (the "AIP Registration StatementsSEC")) all reports, statements, schedules and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC other documents (collectively, the "AIP ReportsSEC Documents"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents ) required to be filed by AIP under it pursuant to the Securities LawsAct and the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"). 13 (b) To AIP's actual knowledgeSince June 30, as 2001, all SEC Documents required to be filed were timely filed. As of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder, and 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. To AIP's actual acknowledgeAs of their respective dates, each the financial statements included in the SEC Documents (the "Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or (ii) in the case of AIP included the 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 accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP the Company and its subsidiaries as of the dates thereof and the AIP Subsidiaries as results of its date and each of the consolidated statements of income, retained earnings operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP ReportsFinancial Statements filed with the SEC prior to the date hereof, neither AIP the Company nor any of the AIP Subsidiaries its subsidiaries has any material liabilities or obligations of any nature (liabilities, whether accrued, absolute, contingent or otherwise, other than (i) that would be required to be reflected on, or reserved against in, a balance sheet of AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising incurred in the ordinary course of business since subsequent to the date of such date Financial Statements, (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such Financial Statements, which would liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not have an AIP Material Adverse Effectmaterial to the financial condition or operating results of the Company or any of its subsidiaries and (iii) liabilities and obligations incurred in connection with the Closing Documents and the transactions contemplated thereby.

SEC Documents. (a) AIP The Company has made available filed or will make available furnished all required reports, schedules, registration statements and other documents and exhibits thereto with or to RELP the SEC since December 31, 2006 and through the Business Day prior to July 31, 1997, the registration statements date of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto this Agreement (the "AIP Registration Statements"), and each registration statement, report, proxy statement “Company SEC Documents”) except as set forth on Company Disclosure Schedule 4.7. As of their respective dates of filing with or information statement and all exhibits thereto prepared by it or relating publicly furnishing to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyor, if amended or supplemented by a filing prior to the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledgedate hereof, as of their respective datesthe date of such latest filing), the AIP Reports (i) Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed with or publicly furnished to the SEC (iior, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing) 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. To AIP's actual acknowledge, each The financial statements of the consolidated balance sheets of AIP Company, included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries Company SEC Documents complied, as of its their respective dates of filing with the SEC (or, if amended or supplemented by a filing prior to the date and each hereof, as of the consolidated statements date of incomesuch latest filing), retained earnings in all material respects with all applicable accounting requirements and cash flows with the published rules and regulations of AIP included the SEC with respect thereto, have been prepared in or incorporated by reference into accordance with GAAP (except as may be indicated in the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein (subjectthereto or, in the case of unaudited statements, to normal yearas permitted by the requirements of Form 10-end audit adjustments which would not be Q promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position of the Company and the consolidated results of operations, changes in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during shareholder’s equity and cash flows of the Company as of the dates and for the periods involved, except as may be noted therein and exceptshown (subject, in the case of the any unaudited interim financial statements, to normal and recurring year-end adjustments as permitted by the Securities Laws. (c) Except as Form 10-Q and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31Regulation S-X or that, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP individually or in the notes theretoaggregate, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not reasonably be expected to have an AIP a Material Adverse EffectEffect with respect to the Company).

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since Since January 1, 1994 and 2003, AmBev has filed all exhibitsreports, amendments and supplements thereto (the "AIP Registration Statements")schedules, and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports statements and other documents required to be filed by AIP under AmBev with the U.S. Securities Laws. 13and Exchange Commission (the "SEC"), pursuant to Sections 13(a) and 15(d) of the Exchange Act (the "AmBev SEC Documents"). (b) To AIP's actual knowledgeAs of its respective dates (or, if amended, as of their respective datesthe date of such amendment), the AIP Reports (i) each AmBev SEC Document complied as to form in all material respects with the applicable requirements of the Securities Laws, Exchange Act and (ii) the rules and regulations of the SEC promulgated thereunder applicable to such AmBev SEC Document and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets financial statements of AIP AmBev included in or incorporated by reference into the AIP Reports AmBev SEC Documents (including the related "AmBev SEC Financial Statements") and the audited consolidated financial statements of AmBev for the year ended December 31, 2003 attached hereto as Exhibit I (the "AmBev 2003 Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with Brazilian GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and schedules) fairly presents present the consolidated financial position of AIP AmBev and its consolidated subsidiaries as of the dates thereof and the AIP Subsidiaries as consolidated results of its date and each of the consolidated statements of income, retained earnings their operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor AmBev does not have any of the AIP Subsidiaries has any material liabilities Liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be disclosed by Brazilian GAAP with reference to the AmBev 2003 Financial Statements as a whole, except as disclosed, reflected on, or reserved against in, a balance sheet of AIP or in the notes AmBev 2003 Financial Statements or the footnotes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effect.

SEC Documents. (a) AIP Parent has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities all documents required to be so filed by it since January 1December 31, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"2008 pursuant to Sections 13(a), 14(a) and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date 15(d) of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC Exchange Act (collectively, the "AIP “Parent Reports"”). The AIP ReportsAs of its respective date or, which were if amended by a subsequent filing prior to the date hereof, on the date of such filing, each Parent Report or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports (i) subsequently amended complied as to form in all material respects with the applicable requirements of the Securities LawsExchange Act, SOX and (ii) the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each of the The consolidated balance sheets of AIP included in or incorporated by reference into the AIP Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Parent and the AIP Parent Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and changes in shareholders’ equity included in or incorporated by reference into the AIP Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in shareholders’ equity, as the case may be, of AIP Parent and the AIP Parent Subsidiaries for the periods set forth therein (subjectsuch consolidated balance sheets and consolidated statements of operations, cash flows and changes in shareholders’ equity, each including the case notes and schedules thereto, the “Parent Financial Statements”). Parent Financial Statements (i) complied as to form in all material respects with the published rules and regulations of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case the SEC and (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, Parent Financial Statements or as permitted by the Securities Laws. (c) Form 10-K, 10-Q or Form 8-K. Except as and to the extent set forth on adequately accrued or reserved against in the consolidated audited balance sheet of AIP and its Subsidiaries Parent as at March December 31, 19972009 (such balance sheet, including together with all related notes and schedules thereto, the “Parent Balance Sheet”), Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material liabilities or obligations obligation of any nature (type or nature, whether accrued, absolute, contingent contingent, matured, unmatured or otherwise) that would be , whether known or unknown and whether or not required by GAAP to be reflected on, or reserved against in, in a consolidated balance sheet of AIP Parent or disclosed in the notes thereto, prepared in accordance with generally accepted accounting principles consistently appliedexcept for (i) liabilities and obligations, except liabilities arising incurred in the ordinary course of business consistent with past practice since such the date which would of the Parent Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Parent Material Contracts that do not have an AIP Material Adverse Effectexceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 3.7 of the Parent Disclosure Letter.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31The Company has, 1997during the preceding 12 months, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents other materials required to be filed by AIP under Regulation A of the Securities Laws. 13 Act (b) To AIP's actual knowledge“Reg A”), as applicable (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of Reg A and the Securities Lawsrules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and (ii) 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. To AIP's actual acknowledgeAs of their respective dates, each the financial statements of the consolidated balance sheets of AIP Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or incorporated by reference into the AIP Reports notes thereto, or (including ii) in the related notes case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and schedules) fairly presents present in all material respects the consolidated financial position of AIP the Company as of the dates thereof and the AIP Subsidiaries as results of its date and each of the consolidated statements of income, retained earnings operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would will not be material in amount material, either individually or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of aggregate). For so long as the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor Purchaser shall hold any of the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accruedPurchased Shares, absolute, contingent or otherwise) that would be the Company shall timely file all reports required to be reflected onfiled with the SEC pursuant to Reg A or the Exchange Act, as applicable, and the Company shall not, once it has securities registered under Section 12(b) or reserved against in(g) of the Exchange Act, a balance sheet of AIP terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since rules and regulations thereunder would no longer require or otherwise permit such date which would not have an AIP Material Adverse Effecttermination.

SEC Documents. (aThe Common Stock of VSCO is registered pursuant to Section 12(b) AIP has made available or will make available to RELP prior to July 3112(g) of the Securities Exchange Act of 1934, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto as amended (the "AIP Registration StatementsExchange Act"), and each registration statementthe Company has timely filed all reports, reportschedules, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports statements and other documents required to be filed by AIP under it with the Securities LawsCommission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “SEC Documents”). 13 (b) To AIP's actual knowledge, as True and complete copies of all of the Commission Documents are available to the Purchasers through the Commission’s ▇▇▇▇▇ database on ▇▇▇.▇▇▇.▇▇▇. As of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct and/or the Exchange Act, as the case may require, and (ii) did not contain any the rules and regulations promulgated thereunder and 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. To AIP's actual acknowledge, each The consolidated financial statements of VSCO included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of AIP included unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in or incorporated by reference into the AIP Reports (including notes thereto) and fairly present the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries VSCO as of the dates thereof and its date and each of the consolidated statements of incomeoperations, retained earnings Shareholders’ equity and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would were and are not be expected to have a material in amount adverse effect on VSCO, its business, financial condition or effectresults of operations), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March VSCO as of December 31, 19972006, including all the notes thereto, or as set forth otherwise included in the AIP Reportsschedules hereto, neither AIP nor any of the AIP Subsidiaries VSCO has any material liabilities no liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be otherwise and whether required to be reflected on, or reserved against in, on a balance sheet of AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effectnot).

SEC Documents. (a) AIP CEC has delivered or made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and Noteholders each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto prepared by it or relating to its properties filed since the effective date of the latest AIP Registration StatementDecember 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP CEC Reports"). The AIP CEC Reports, which which, except as otherwise disclosed, were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP CEC under the 33 Act, the Securities Laws. 13 (b) To AIP's actual knowledgeExchange Act of 1934, as amended (the "34 Act") and the rules and regulations promulgated thereunder. As of their respective dates, the AIP CEC Reports (ia) complied as to form in all material respects with the applicable requirements of the Securities Laws, 33 Act and the 34 Act and (iib) 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. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP CEC included in or incorporated by reference into the AIP CEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries CEC as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP CEC included in or incorporated by reference into the AIP 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 AIP and the AIP Subsidiaries 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the any unaudited statements, as permitted by Form 10-Q promulgated under the Securities Laws34 Act. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effect.

SEC Documents. (a) AIP Transferee has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP timely filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 United States Securities and all exhibits, amendments and supplements thereto Exchange Commission (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto“SEC”) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports registration statements, reports, schedules and documents statements required to be filed by AIP it under the Exchange Act or Securities Laws. 13 Act (b) To AIP's actual knowledgeall such documents filed on or prior to the Execution Date, as of their respective datescollectively, the AIP Reports “Transferee SEC Documents”). The Transferee SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Transferee Financial Statements”), at the time filed (in the case of registration statements, solely on the date of effectiveness) (except to the extent corrected by a subsequently filed Transferee SEC Document filed prior to the Execution Date) (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each misleading and (ii) complied in all material respects with the applicable requirements of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP Exchange Act and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsSecurities Act, as the case may be, of AIP and the AIP Subsidiaries for . The Transferee Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods set forth therein involved (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements to normal normal, recurring and year-end audit adjustments which would adjustments) in all material respects the consolidated financial position and status of the business of Transferee as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. KPMG LLP is an independent registered public accounting firm with respect to Transferee and has not be material resigned or been dismissed as independent registered public accountants of Transferee as a result of or in amount or effect), in each case in accordance connection with generally accepted any disagreement with Transferee on any matter of accounting principles consistently applied during the periods involvedor practices, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Lawsfinancial statement disclosure or auditing scope or procedures. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effect.

SEC Documents. Undisclosed Liabilities. IPC and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (athe "SEC") AIP since October 1, 1998, and IPC has delivered or made available or will make available to RELP prior Parent all reports, schedules, forms, statements and other documents filed by IPC and, to July 31the extent applicable, 1997, the registration statements of AIP filed its subsidiaries with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective such date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "AIP ReportsSEC Documents"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not contain as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each of the The consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports financial statements (including the related notes) of IPC and of IXnet included in all SEC Documents filed since October 1, 1998 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present the consolidated financial position of AIP IPC and the AIP Subsidiaries as of its date consolidated subsidiaries or IXnet and each of the its consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, subsidiaries as the case may be, be as of AIP the dates thereof and the AIP Subsidiaries consolidated results of their respective operations and cash flows for the periods set forth therein then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which would that have not been and are not expected to be material in amount or effectamount), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in Schedule 3.01(e), at the AIP Reportsdate of the most recent audited financial statements of IPC included in the SEC Documents filed by IPC or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent SEC Documents"), neither AIP IPC nor any of the AIP Subsidiaries has its subsidiaries had, and since such date neither IPC nor any material of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected onwhich, or reserved against in, a balance sheet of AIP individually or in the notes theretoaggregate, would reasonably be expected to have an IPC Material Adverse Effect. To the best of IPC's knowledge, (i) all historical financial statements supplied to Parent by IPC for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles consistently applied, (except liabilities arising 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 ordinary course notes thereto) and fairly present the consolidated financial position of business since IPC 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 to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such date which would not have an AIP Material Adverse Effectperiods is true and accurate in all material respects.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1all forms, 1994 reports, schedules, statements and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating other documents required to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely mannerby the Company since December 31, constitute all forms1997 (together with and giving effect to, reports any amendments, supplements and documents exhibits thereto and any information incorporated therein by reference, the "SEC DOCUMENTS"). No Subsidiary of the Company is required to be filed by AIP under file any form, report, schedule, statement or other document with the Securities LawsSEC. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents as of the date of the filing thereof. Except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document, none of the SEC Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports The financial statements (including the related notes) included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of AIP the Company and the AIP its consolidated Subsidiaries as of its date the dates thereof and each their consolidated results of the consolidated statements of income, retained earnings operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP ReportsSEC Documents and in SECTION 3.01(e) OF THE COMPANY DISCLOSURE SCHEDULE, neither AIP nor any of the AIP Company and its Subsidiaries has any material have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), other than (i) other liabilities and obligations that would be required to be reflected onwere incurred since April 29, or reserved against in, a balance sheet of AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising 2000 in the ordinary course of business since such date which business, consistent with past practices and (ii) liabilities and obligations that, individually and in the aggregate, would not reasonably be expected to have an AIP a Material Adverse Effect.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since Since January 1, 1994 and 2003, AmBev has filed all exhibitsreports, amendments and supplements thereto (the "AIP Registration Statements")schedules, and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports statements and other documents required to be filed by AIP under AmBev with the Securities Laws. 13SEC, pursuant to Sections 13(a) and 15(d) of the Exchange Act (the "AmBev SEC Documents"). (b) To AIP's actual knowledgeAs of its respective date (or, if amended, as of their respective datesthe date of such amendment), the AIP Reports (i) each AmBev SEC Document complied as to form in all material respects with the applicable requirements of the Securities LawsExchange Act and the rules and regulations of the SEC promulgated thereunder applicable to such AmBev SEC Document, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets financial statements of AIP AmBev included in or incorporated by reference into the AIP Reports AmBev SEC Documents (including the related "AmBev SEC Financial Statements") and the audited consolidated financial statements of AmBev for the year ended December 31, 2003 attached hereto as Schedule 2.09 (the "AmBev 2003 Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles of Brazil ("Brazilian GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, as of the Closing Date, will be reconciled to U.S. GAAP, and schedules) fairly presents present the consolidated financial position of AIP AmBev and its consolidated subsidiaries as of the dates thereof and the AIP Subsidiaries as consolidated results of its date and each of the consolidated statements of income, retained earnings their operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in Schedule 2.10 or as disclosed in the AIP ReportsAmBev SEC Documents filed and publicly available prior to the date of this Agreement, neither AIP nor the AmBev 2003 Financial Statements or the Quinsa SEC Documents, (i) there are no civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of AmBev, threatened against any of AmBev or any of AmBev's subsidiaries, which have had or would reasonably be expected to have, individually or in the AIP Subsidiaries has aggregate, an AmBev Material Adverse Effect and (ii) AmBev and its subsidiaries do not have any material debts, liabilities or obligations of any nature (whether accruedaccrued or fixed, absoluteabsolute or contingent, contingent matured or unmatured, determined or determinable, unasserted or otherwise) that would be required to be except for liabilities or obligations (A) disclosed, reflected on, or reserved against inin (1) the AmBev SEC Documents filed and publicly available prior to the date of this Agreement, a balance sheet of AIP (2) the AmBev 2003 Financial Statements or in (3) the notes theretoQuinsa SEC Documents, prepared in accordance with generally accepted accounting principles consistently applied(B) as otherwise contemplated by this Agreement, except liabilities arising (C) as set forth on Schedule 2.09, (D) incurred in the ordinary course of business consistent with past practice since such the date of the AmBev 2003 Financial Statements and (E) which have not had or would not have reasonably be expected to have, individually or in the aggregate, an AIP AmBev Material Adverse Effect. (d) AmBev and its subsidiaries do not have any liabilities or obligations of any nature required to be disclosed by Brazilian GAAP with reference to the AmBev 2003 Financial Statements, taken as a whole, except as disclosed, reflected or reserved against in the AmBev 2003 Financial Statements or the notes thereto.

SEC Documents. (a) AIP Stockholder has delivered or made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and Buyer -------------- each registration statement, report, proxy statement or information statement and all exhibits thereto prepared filed by it or relating to its properties the Company since the effective date of the latest AIP Registration StatementMarch 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Company ------- Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Company Reports (i) complied as to form were prepared ------- in all material respects in accordance with the applicable requirements of the Securities LawsAct or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing 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. To AIPNone of the Company's actual acknowledgeSubsidiaries is required to file any forms, each reports or other documents with the SEC. Each of the consolidated balance sheets of AIP the Company and its Subsidiaries included in or incorporated by reference into the AIP Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP Company and the AIP its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP the Company and its Subsidiaries included in or incorporated by reference into the AIP Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP the Company and the AIP its Subsidiaries for the periods set forth therein (subjectsubject to, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involvedinvolved ("GAAP"), except as ---- may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet sheets of AIP the Company and its Subsidiaries at March December 31, 19971998, including all notes thereto, or as set forth in the AIP Company Reports, neither AIP the Company nor any of the AIP its Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied), except liabilities arising in the ordinary course of business since such date which would not not, individually or in the aggregate, have an AIP a Material Adverse EffectEffect on the Company. The Company is in full compliance with Section 13(b)(2) of the Exchange Act.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31filed all required reports, 1997schedules, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all ------------- forms, reports statements and other documents required to be filed by AIP under the Company with the Securities Lawsand Exchange Commission (the "SEC") since January 1, 1999 (the "SEC Documents"). 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents, except to the extent that information contained in any SEC Document has been revised or superseded by a later Filed SEC Document (ii) did not contain as defined below), 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. To AIP's actual acknowledge, each The financial statements of the consolidated balance sheets of AIP Company included in the Company's Form 10-K for the year ended December 31, 1999 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or incorporated by reference into as described in writing to the AIP Reports (including Purchaser prior to the related notes date hereof) and schedules) fairly presents present the consolidated financial position of AIP the Company and its consolidated subsidiaries as of the dates thereof and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP their operation and the AIP Subsidiaries cashflows 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), in each case then ending in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and exceptGAAP (subject, in the case of the unaudited statements, as permitted by the Securities Laws. (c) to normal year end audit adjustments). Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP ReportsFiled SEC Documents (as defined below), neither AIP the Company nor any of the AIP Subsidiaries its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on, or reserved against in, set forth on a consolidated balance sheet of AIP the Company and its consolidated subsidiaries or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in thereto and which can reasonably be expected to have a material adverse effect on the ordinary course of business since such date which would not have an AIP Material Adverse EffectCompany and its subsidiaries taken as a whole.

SEC Documents. (a) AIP Since October 1, 1995, VPT has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP timely filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 Securities and all exhibits, amendments and supplements thereto Exchange Commission (the "AIP Registration StatementsSEC"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP VPT since October 1, 1995 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"), including, without limitation, (i) all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on form 8-K and (v) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "VPT SEC Reports"), all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. 13 (b) To AIP's actual knowledgeVPT has no knowledge that any VPT SEC Reports required to be filed with the SEC prior to October 1, as 1995 have not been filed. As of their respective dates, the AIP VPT SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP VPT included in or incorporated by reference into the AIP VPT SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP VPT and the AIP VPT Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and shareholders' equity included in or incorporated by reference into the AIP VPT SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsflows and shareholders' equity, as the case may be, of AIP VPT and the AIP VPT 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (cForm 10-Q pursuant to Section 13 or 15(d) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectExchange Act.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities all documents required to be so filed by it since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Parent each registration statement, periodic or other report, proxy statement or information statement and all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties since the effective date of the latest AIP Registration Statementhas so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP “Company Reports"”). The AIP Reports, which were or will be filed with the SEC As used in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective datesthis Section 3.7, the AIP Reports (i) 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 Company Report complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) the rules and regulations thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledgeNone of the Company Subsidiaries is required to file any forms, each reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. There are no outstanding or unresolved comments to any comment letters received by the Company from the SEC and, to the knowledge of the Company, none of the Company Reports is the subject of any ongoing review by the SEC. Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP the Company and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of operations, stockholders’ equity and comprehensive income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or changes in stockholders’ equity and comprehensive income, and cash flows, as the case may be, of AIP the Company and the AIP its Subsidiaries for the periods set forth therein (subjectsuch consolidated balance sheets and consolidated statements of operations, stockholders’ equity and comprehensive income, and cash flows, each including the notes and schedules thereto, the “Company Financial Statements”). The Company Financial Statements (i) complied as to form in all material respects with the case published rules and regulations of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case the SEC and (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, Company Financial Statements or as permitted by Form 10-Q or Form 8-K. (b) The Company has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. The Company 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 Securities LawsExchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files 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 material information is accumulated and communicated to the management of the Company 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 the Company has completed its assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2008, and such assessment concluded that such controls were effective. The Company has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to the Company’s outside auditors and the audit committee of the Company Board (A) any significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal controls over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in Section 3.7(c) of the AIP ReportsCompany Disclosure Letter, since January 1, 2007, to the knowledge of the Company, neither AIP the Company nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of the AIP Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material liabilities complaint, allegation, assertion or obligations Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any nature of its Subsidiaries, including any complaint, allegation, assertion or Claim that the Company or any of its Subsidiaries has a material weakness (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of AIP or as such terms is defined in the notes theretoPublic Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, prepared as applicable), in accordance its internal control over financial reporting. (d) The Company is in compliance in all material respects with generally accepted accounting principles consistently appliedall current listing and corporate governance requirements of the NYSE and is in compliance in all material respects with all rules, except liabilities arising in the ordinary course regulations and requirements of business since such date which would not have an AIP Material Adverse EffectSOX.

SEC Documents. (a) AIP Target has made previously delivered (except to the extent such filings are publicly available or will make available on the E▇▇▇▇ system) to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and Acquiror each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Target with the Securities and all exhibits thereto prepared by it or relating to its properties Exchange Commission (“SEC”) since the effective date of the latest AIP Registration StatementJanuary 1, 2002, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyprior to the date hereof, the "AIP Reports"). The AIP Reports, which were or will be and Target has timely filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under it with the Securities LawsSEC pursuant to relevant securities statutes, regulations, policies and rules since such time (collectively, the “Target Reports”). 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Target Reports (i) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities LawsAct, the Exchange Act, and the rules and regulations thereunder and complied with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Target Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Target and the AIP its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and stockholders’ equity included in or incorporated by reference into the AIP Target Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of AIP Target and the AIP 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)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, for year-end audit adjustments and as permitted by the Securities Lawsotherwise may be noted therein. (cb) Except as Target maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to the extent set forth on the consolidated balance sheet of AIP ensure that all material information concerning Target and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in is made known on a timely basis to the AIP Reports, neither AIP nor any individuals responsible for the preparation of Target’s filings with the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectSEC and other public disclosure documents.

SEC Documents. (ai) AIP CPA16 has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed CPA14 (by public filing with the SEC in connection or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by CPA16 with public offerings of AIP securities the SEC since January 1, 1994 and all exhibits, amendments and supplements thereto 2007 (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and “CPA16 SEC Documents”) which are all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) documents required to have been filed by CPA16 with the SEC (collectively, the "AIP Reports")since that date. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) CPA16 SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct, the Exchange Act or the SOX Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such CPA16 SEC Documents and none of the CPA16 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, except to the extent such statements have been modified or superseded by later CPA16 SEC Documents filed and publicly available prior to the date of this Agreement. To AIP's actual acknowledge, each CPA16 does not have any outstanding and unresolved comments from the SEC with respect to the CPA16 SEC Documents. The consolidated financial statements of CPA16 and CPA16 Subsidiaries included in the CPA16 SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case have been prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Securities LawsExchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of CPA16 and the CPA16 Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of CPA16 and the CPA16 Subsidiaries for the periods presented therein, in each case, except to the extent such financial statements have been modified or superseded by later CPA16 SEC Documents filed and publicly available prior to the date of this Agreement. No CPA16 Subsidiary is required to make any filing with the SEC. (cii) Except CPA16 maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) access to assets is permitted only in accordance with management’s general or specific authorization and (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (iii) CPA16’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any 15d-15(e) of the AIP Subsidiaries has any material liabilities or obligations of any nature Exchange Act) are reasonably designed to ensure that (whether accrued, absolute, contingent or otherwiseA) that would be all information (both financial and non-financial) required to be reflected on, or reserved against in, a balance sheet of AIP or disclosed by CPA16 in the notes theretoreports that it files or submits under the Exchange Act is recorded, prepared in accordance with generally accepted accounting principles consistently appliedprocessed, except liabilities arising summarized and reported within the time periods specified in the ordinary course rules and forms of business since the SEC and (B) all such information is accumulated and communicated to CPA16’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 CPA16 required under the Exchange Act with respect to such reports. (iv) Since December 31, 2009, CPA16 has not received any notification of (A) a “significant deficiency” or (B) a “material weakness” in CPA16’s internal controls. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date which would not have an AIP Material Adverse Effectof this Agreement.

SEC Documents. The filings required to be made by Duke and its Subsidiaries since December 31, 1993 under the Securities Act, the Exchange Act, the Power Act, the Atomic Energy Act of 1954, as amended (a) AIP the "Atomic Energy Act"), the 1935 Act, and applicable North Carolina and South Carolina laws and regulations have been filed with the SEC, FERC, the Nuclear Regulatory Commission, the NCUC and the PSCSC, as the case may be, and Duke has complied in all material respects with all requirements of such acts, laws and rules and regulations thereunder with such exceptions as would not in the aggregate have a Material Adverse Effect on Duke. Duke has made available to PanEnergy a true and complete copy of each report, schedule, registration statement, definitive proxy statement or will make available to RELP prior to July 31, 1997, the registration statements other document filed by Duke or any of AIP filed its Subsidiaries with the SEC in connection with public offerings of AIP securities since January 1December 31, 1994 and all exhibits, amendments and supplements thereto 1993 (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the Duke SEC (collectively, the "AIP ReportsDocuments"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) Duke SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did the rules and regulations of the SEC thereunder applicable to such Duke SEC Documents, with such exceptions as would not contain in the aggregate have a Material Adverse Effect on Duke, and none of the Duke 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. To AIP's actual acknowledge, each The financial statements of Duke included in the Duke SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet Rule 10-01 of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any Regulation S-X of the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseSEC) that would be required to be reflected on, or reserved against in, a balance sheet of AIP or in the notes thereto, prepared and fairly present in accordance with generally accepted accounting principles consistently appliedapplicable requirements of GAAP (subject, except liabilities arising in the ordinary course case of business since such date the unaudited statements, to normal, recurring adjustments, none of which would not have an AIP Material Adverse Effectwill be material) the consolidated financial position of Duke and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Duke and its consolidated subsidiaries for the periods presented therein.

SEC Documents. (a) AIP Company has made previously delivered (except to the extent such filings are publicly available or will make available on the ▇▇▇▇▇ system) to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and Acquiror each registration statement, report, proxy statement or information statement and all exhibits thereto prepared (other than preliminary materials) filed by it or relating to its properties Company with the SEC since the effective date of the latest AIP Registration StatementJanuary 1, 2002, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyprior to the date hereof, the "AIP Reports"). The AIP Reports, which were or will be and Company has timely filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under it with the Securities LawsSEC pursuant to relevant securities statutes, regulations, policies and rules since January 1, 1999 (collectively, the “Company Reports”). 13 As of their respective dates (b) To AIP's actual knowledgeor, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of their respective datesthe date so amended, supplemented or superseded), the AIP Company Reports (i) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities LawsAct, the Exchange Act, and the rules and regulations thereunder and complied with the requirements thereof including all of the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Company and the AIP its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and stockholders’ equity included in or incorporated by reference into the AIP Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of AIP Company and the AIP 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)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, for normal year-end audit adjustments and as permitted otherwise may be noted therein. The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports filed since such certifications have been required. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company’s filings with the SEC and other public disclosure documents. Since January 1, 1999, Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the Securities LawsSEC. (c) Except Company has not filed any report with the SEC or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material liabilities or obligations date of any nature (whether accruedthis Agreement, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effectremains confidential.

SEC Documents. (a) AIP Parent has made available or will make available to RELP prior to July 31filed all required reports, 1997schedules, the registration forms, statements of AIP filed and other documents with the SEC in connection with public offerings of AIP securities under the Exchange Act since January 1, 1994 1998 (such documents, together with all exhibits and all exhibits, amendments schedules thereto and supplements thereto (documents incorporated by reference therein collectively referred to herein as the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the Parent SEC (collectively, the "AIP ReportsDocuments"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsExchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and 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. To AIPExcept for an arithmetic currency conversion error in Parent's actual acknowledgequarterly report for the period ending September 30, each 2001, which was subsequently corrected, the consolidated financial statements of Parent included in the Parent SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of AIP included 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 or incorporated the notes thereto or, in the case of unaudited statements, as permitted by reference into Rule 10-01 of Regulation S-X of the AIP Reports (including the related notes SEC) and schedules) fairly presents present the consolidated financial position of AIP Parent and its consolidated subsidiaries as of the dates thereof and the AIP Subsidiaries as consolidated results of its date and each of the consolidated statements of income, retained earnings their operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effect.

SEC Documents. (a) AIP has made available Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed Buyer with the SEC in connection with public offerings of AIP securities since on or after January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration StatementsSEC Documents"), which are all the documents (other than preliminary materials) that Parent and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating Buyer were required to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed file with the SEC (collectivelyon or after January 1, the "AIP Reports")1994. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates or, in the case of registration statements, their effective dates, the AIP Reports (i) complied as to form in all material respects with the applicable requirements none of the Securities Laws, SEC Documents (including all exhibits and (iischedules thereto) 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. To AIP's actual acknowledge, each and the SEC Documents complied when filed in all material respects with the then applicable requirements of the consolidated balance sheets of AIP included in Securities Act or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsExchange Act, as the case may be, of AIP and the AIP Subsidiaries for rules and regulations promulgated by the periods set forth therein (subject, SEC thereunder. The financial statements of Parent and Buyer included in the case SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of unaudited statementsthe SEC with respect thereto, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved, involved (except as may be noted therein and excepthave been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the Securities Laws. SEC) and fairly present (csubject, in the case of the unaudited statements, to normal year-end audit adjustments) Except the consolidated financial position of Parent or Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the extent set SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, if any, which would be included as exhibits to an Annual Report on the consolidated balance sheet of AIP Form 10-K and its Subsidiaries at March 31, 1997, including all notes thereto, or which have not heretofore been filed as set forth in the AIP Reports, neither AIP nor an exhibit to any of the AIP Subsidiaries has any material liabilities SEC Documents, if Parent or obligations Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of any nature (whether accrued, absolute, contingent or otherwise) that would be this Agreement and long-term debt agreements which are not required to be reflected on, or reserved against in, a balance sheet filed pursuant to Item 601(b)(4)(iii)(A) of AIP or in Regulation S-K promulgated by the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectSEC.

SEC Documents. (a) AIP has made available To the actual knowledge of the members of the Special Committee, without independent inquiry or will make available to RELP prior to July 31investigation, 1997since January 1, 2005, the registration statements of AIP REIT has filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and other documents required to be filed by AIP it during such period under the Securities LawsExchange Act (the “REIT SEC Documents”). 13 (b) To AIP's the actual knowledge, as of their respective dates, the AIP Reports (i) complied as to form in all material respects with the applicable requirements knowledge of the Securities Lawsmembers of the Special Committee, and (ii) did not contain without independent inquiry or investigation, at the respective times they were filed, none of the REIT 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 misleadingmisleading except to the extent corrected in a subsequently filed REIT SEC Document filed with the SEC prior to the date hereof. To AIP's the actual acknowledge, each knowledge of the consolidated balance sheets members of AIP included in the Special Committee, without independent inquiry or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents investigation, the consolidated financial position of AIP and the AIP Subsidiaries as of its date and statements (including in each case any notes thereto) of the REIT included in the REIT SEC Documents were prepared in conformity with GAAP consistently applied throughout the periods covered thereby (except in each case as described in the notes thereto) and fairly presented in all material respects the consolidated statements financial position, results of income, retained earnings operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes REIT and schedules) fairly presents its consolidated subsidiaries as at the results of operations, retained earnings or cash flows, as the case may be, of AIP respective dates thereof and the AIP Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, statements to normal year-end audit adjustments which would not be material in amount or effectand to any other adjustments described therein), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on corrected in a subsequently filed REIT SEC Document filed with the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in SEC prior to the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effecthereof.

SEC Documents. (a) AIP Acquiror has made previously delivered (except to the extent such filings are publicly available or will make available on the ▇▇▇▇▇ system) to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Acquiror with the Securities and all exhibits thereto prepared by it or relating to its properties Exchange Commission (“SEC”) since the effective date of the latest AIP Registration StatementJanuary 1, 2002, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyprior to the date hereof, the "AIP Reports"). The AIP Reports, which were or will be and Acquiror has timely filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under it with the Securities LawsSEC pursuant to relevant securities statutes, regulations, policies and rules since January 1, 1999 (collectively, the “Acquiror Reports”). 13 As of their respective dates (b) To AIP's actual knowledgeor, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of their respective datesthe date so amended, supplemented or superseded), the AIP Acquiror Reports (i) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities LawsAct, the Exchange Act, and the rules and regulations thereunder and complied with the requirements thereof, including all of the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Acquiror Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Acquiror and the AIP its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and stockholders’ equity included in or incorporated by reference into the AIP Acquiror Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of AIP Acquiror and the AIP 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)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, for normal year-end audit adjustments and as permitted by the Securities Lawsotherwise may be noted therein. (cb) Except as Acquiror maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to the extent set forth on the consolidated balance sheet of AIP ensure that all material information concerning Acquiror and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in is made known on a timely basis to the AIP Reports, neither AIP nor any individuals responsible for the preparation of Acquiror’s filings with the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectSEC and other public disclosure documents.

SEC Documents. (a) AIP PZE has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and DVN each registration statement, report, proxy statement or information statement and all exhibits thereto prepared (other than preliminary materials) filed by it or relating to its properties PZE with the SEC since the effective date of the latest AIP Registration StatementJanuary 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "AIP PZE Reports"). The AIP Reports, which were or will be and PZE has filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under it with the Securities LawsSEC pursuant to relevant securities statutes, regulations, policies and rules since such time. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP PZE Reports (i) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities LawsAct, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP PZE Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP PZE and the AIP its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and comprehensive income, cash flows of AIP and stockholders' equity included in or incorporated by reference into the AIP PZE Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders' equity, as the case may be, of AIP PZE and the AIP 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 effectQ 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, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March therein. Since December 31, 1997, including all notes thereto, or as set forth in the AIP Reports1998, neither AIP PZE nor any of the AIP its Subsidiaries has had any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that ), other than liabilities or obligations disclosed in PZE Reports or which would be required to be reflected onnot have, or reserved against in, a balance sheet of AIP individually or in the notes theretoaggregate, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP a PZE Material Adverse Effect.

SEC Documents. (a) AIP uKarma hereby makes reference to all documents it has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 United States Securities and all exhibits, amendments and supplements thereto Exchange Commission (the "AIP Registration Statements"“SEC”), and each registration statementsome of which are posted on the SEC’s website, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC ▇▇▇.▇▇▇.▇▇▇ (collectively, the "AIP Reports"“SEC Documents”). The AIP Reports, which were or will be filed SEC Documents constitute all of the documents and reports that uKarma was required to file with the SEC in a timely manner, constitute all forms, reports and documents required pursuant to be filed by AIP under the Securities LawsAct and the rules and regulations promulgated thereunder by the SEC since the effectiveness of uKarma’s Form SB-2. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct and/or the Exchange Act, as the case may require, and (ii) did not contain any the rules and regulations promulgated thereunder and 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. To AIP's actual acknowledge, each The consolidated financial statements of uKarma included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of AIP included unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in or incorporated by reference into the AIP Reports (including notes thereto) and fairly present the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries uKarma as of the dates thereof and its date and each of the consolidated statements of incomeoperations, retained earnings shareholders’ equity and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would were and are not be expected to have a material in amount adverse effect on uKarma, its business, financial condition or effectresults of operations), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at uKarma as of March 31, 19972010, including all the notes thereto, uKarma has no liability or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material liabilities or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be otherwise and whether required to be reflected on, or reserved against in, on a balance sheet of AIP or in not). Neither uKarma nor its officers or directors have received any correspondence from the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectSEC commenting on any SEC Document.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since Since January 1, 1994 2000, CTPI and its subsidiaries have filed all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the required SEC (collectively, the "AIP Reports")Documents. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) SEC Documents filed by CTPI since January 1, 2000 complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledgeThe financial statements of CTPI included in SEC Documents filed by CTPI since January 1, each 2000 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of AIP included unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents all material respects, the consolidated or combined financial position of AIP CTPI and its subsidiaries as of the dates thereof and the AIP Subsidiaries as consolidated or combined results of its date and each of the consolidated statements of income, retained earnings their operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth then ended (on the basis stated therein (and subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during . CTPI satisfies all eligibility requirements established under the periods involved, except as may be noted therein and except, in Securities Act for the case use of the unaudited statements, as permitted by the Form S-3 Securities LawsAct registration form. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effect.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP timely filed with the SEC in connection with public offerings of AIP securities U.S. Securities and Exchange Commission (the “SEC”) all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Parent each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties since the effective date of the latest AIP Registration Statementhas so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP “Company Reports"”). The AIP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports each Company Report (i) complied as to form in all material respects in accordance with the applicable requirements of each of the Securities LawsExchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and other Applicable Law, as the case may be, and, in each case, the applicable rules and regulations of the SEC thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledgemisleading except for such statements, each if any, as have been corrected by subsequent filings with the SEC prior to the date hereof. (b) Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Company Reports (including the 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 consolidated financial position of AIP the Company and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and changes in stockholders’ equity included in or incorporated by reference into the AIP Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein in all material respects (subject, in the case of unaudited statements, to normal year-end recurring audit adjustments which would not normal in nature and amount) the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of the Company 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 material in amount or effect)filed by the Company with the SEC after the date of this Agreement will comply, in with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each case of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Securities LawsSEC. KPMG LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company. (c) Except Since January 1, 2007, (A) the exercise price of each Company Stock Option granted has been no less than the Fair Market Value (as defined or determined under the terms of the respective Company Benefit Plan under which such Company Stock Option was granted) of a share of Company Common Stock as determined on the date of grant of such Company Stock Option, and (B) all grants of Company Stock Options were validly issued and properly approved by the Board of Directors of the Company (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in the Company’s financial statements referred to in Section 3.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the extent set forth on the consolidated balance sheet effective date of AIP and its Subsidiaries at March 31grant or exercise price, 1997except as, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP individually or in the notes theretoaggregate, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which has not had and would not be reasonably likely to have an AIP or result in a Company Material Adverse Effect.

SEC Documents. (a) AIP Since January 1, 2014, Seller has made available filed or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed furnished with the SEC in connection with public offerings of AIP securities since January 1all material forms, 1994 and all exhibitsschedules, amendments and supplements thereto (the "AIP Registration Statements")prospectuses, and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all formsstatements, reports and other documents required to be filed or furnished by AIP under it with the Securities LawsSEC (the “SEC Documents”). 13 (b) To AIP's actual knowledgeFor the avoidance of doubt, the SEC Documents do not include any forms, schedules, prospectuses, registration statements, reports and other documents filed or furnished by Aabaco Holdings, Inc. As of their Table of Contents respective dates, or, if amended or superseded, as of their respective datesthe date of such amendment or superseding filing or document so furnished, the AIP Reports (i) the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct, the Exchange Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the applicable rules and regulations promulgated thereunder and (ii) did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect. To AIP's actual acknowledge, each No executive officer of Seller has failed to make the certifications required by him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents. As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Seller relating to the SEC Documents. (b) The consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports financial statements (including the all related notes and schedules) of Seller included in the SEC Documents (i) complied as to form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) fairly presents present in all material respects the consolidated financial position of AIP Seller and the AIP its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of its date operations and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the respective periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments which would not be material described therein, including in amount or effectany notes thereto), (iii) have been prepared in each case all material respects in accordance with generally accepted accounting principles consistently the Books and Records of Seller and its consolidated Subsidiaries, and (iv) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, indicated (except as may be noted indicated therein or in the notes thereto and exceptsubject, in the case of the unaudited statements, as permitted by to normal year-end audit adjustments and to the Securities Lawsabsence of notes). (c) Except as and Neither Seller (to the extent set forth on related to the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP Business) nor any of the AIP Business Subsidiaries has is a party to, nor does it have any commitment to become a party to material 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 “off-balance sheet arrangements” (as defined in Item 303(a) of AIP or in Regulation S-K of the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectSEC).

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July timely filed all required forms, reports and documents with the Commission since May 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC 1995 (collectively, the "AIP ReportsCOMPANY SEC REPORTS"), all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "SECURITIES LAWS"). The AIP Reports, which were or will be All required Company SEC Reports have been timely filed with the SEC in a timely manner, Commission and constitute all forms, reports and documents required to be filed by AIP the Company under the Securities LawsLaws since May 31, 1995. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP the Company included in or incorporated by reference into the AIP Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP the Company and the AIP Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP the Company included in or incorporated by reference into the AIP Company 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 AIP the Company and the AIP Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would were or will not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (cForm 10-Q pursuant to Section 13 or 15(d) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectExchange Act.

SEC Documents. Undisclosed Liabilities; SAP Statements. (ai) AIP UNUM has made available or will make available to RELP prior to July 31filed all required reports, 1997schedules, the registration forms, statements of AIP filed and other documents with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form 1997 (including exhibits all filed reports, schedules, forms, statements and any amendments thereto) filed with the SEC (collectivelyother documents whether or not required, the "AIP ReportsUNUM SEC Documents"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) UNUM SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such UNUM SEC Documents, and none of the UNUM 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. To AIP's actual acknowledgeExcept to the extent that information contained in any UNUM SEC Document has been revised or superseded by a later filed UNUM SEC Document, each none of the consolidated balance sheets UNUM SEC Documents contains any untrue statement of AIP a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of UNUM included in or incorporated the UNUM SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the AIP Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of AIP UNUM and its consolidated subsidiaries as of the dates thereof and the AIP Subsidiaries as consolidated results of its date and each of the consolidated statements of income, retained earnings their operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein . Except for liabilities and except, obligations incurred in the case ordinary course of business consistent with past practice since the date of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the most recent consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth included in the AIP ReportsUNUM SEC Documents, neither AIP UNUM nor any of the AIP Subsidiaries its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by U.S. generally accepted accounting principles to be reflected on, recognized or reserved against in, disclosed on a consolidated balance sheet of AIP UNUM and its consolidated subsidiaries or in the notes thereto. (ii) UNUM conducts its material insurance operations through UNUM Life Insurance Company of America, First UNUM Life Insurance Company and Colonial Life and Accident Insurance Company (collectively, the "UNUM Insurance Subsidiaries"). Each of the UNUM Insurance Subsidiaries has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the "UNUM SAP Statements"). UNUM has delivered or made available to Provident all UNUM SAP Statements for each UNUM Insurance Subsidiary for the periods beginning January 1, 1996, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory agency. Financial statements included in the UNUM SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared in accordance conformity with generally accepted statutory accounting principles practices prescribed or permitted by the applicable insurance regulatory authority consistently appliedapplied for the periods covered thereby and present fairly the statutory financial position of such UNUM Insurance Subsidiaries as at the respective dates thereof and the results of operations of such UNUM Insurance Subsidiaries for the respective periods then ended. The UNUM SAP Statements complied in all material respects with all applicable laws, except liabilities arising rules and regulations when filed, and no material deficiency has been asserted with respect to any UNUM SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. Except as indicated therein, all assets that are reflected on UNUM SAP Statements comply with the Insurance Laws with respect to admitted assets and are in an amount at least equal to the minimum amounts required by the Insurance Laws. The statutory balance sheets and income statements included in the ordinary course UNUM SAP Statements have been audited by PricewaterhouseCoopers LLP and UNUM has delivered or made available to Provident true and complete copies of business since such all audit opinions related thereto for periods beginning January 1, 1996. As promptly as practicable following the date which would not have an AIP Material Adverse Effectof this Agreement, UNUM will deliver or make available to Provident true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies received by UNUM on or after January 1, 1996 relating to UNUM Insurance Subsidiaries.

SEC Documents. (aExcept as set forth in Schedule 2.5(a) AIP has made available or will make available to RELP prior to July 31, 1997hereof, the registration statements of AIP Corporation has filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under it with the Securities Lawsand Exchange Commission (the "SEC") since January 1, 1996. 13 (b) To AIP's actual knowledge, as As of their respective dates, all documents filed by the AIP Reports Corporation with the SEC since January 1, 1996 (ithe "SEC Documents") complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain any none of the SEC Documents included an 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. To AIP's actual acknowledge, each The consolidated financial statements of the consolidated balance sheets of AIP Corporation included in or incorporated by reference into the AIP Reports (including SEC Documents complied as to form in all material respects with the related notes and schedules) fairly presents the consolidated financial position of AIP applicable accounting requirements and the AIP Subsidiaries as of its date published rules and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and (except, in the case of the unaudited statements, as permitted by Form 10-QSB of the Securities Laws. SEC) applied on a consistent basis during the periods involved (cexcept as may be indicated therein or in the notes thereto) Except and fairly present the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or any other adjustments described therein). Except as set forth in the AIP ReportsSEC Documents and Schedule 2.5(b) hereof, neither AIP nor any since January 1, 1998, (i) there has been no change in the assets, liabilities or financial condition of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently appliedCorporation, except liabilities arising for changes in the ordinary course of business since such date which would individually or in the aggregate have not have an AIP Material Adverse Effectbeen materially adverse, and (ii) the condition (financial or otherwise), results of operations or business, prospects or property of the Corporation has not been materially adversely affected by any occurrence, state of facts or development, individually or in the aggregate, whether or not insured against.

SEC Documents. The filings required to be made by PanEnergy and its Subsidiaries since December 31, 1993 under the Securities Act of 1933, as amended (athe "Securities Act"), the Exchange Act, the Federal Power Act (the "Power Act") AIP and applicable state laws and regulations, if any, have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC") and the relevant state authorities, if any, as the case may be, and PanEnergy has complied in all material respects with all applicable requirements of such acts and the rules and regulations thereunder, with such exceptions as would not in the aggregate have a Material Adverse Effect on PanEnergy. PanEnergy has made available to Duke a true and complete copy of each report, schedule, registration statement, definitive proxy statement or will make available to RELP prior to July 31, 1997, the registration statements other document filed by PanEnergy or any of AIP filed its Subsidiaries with the SEC in connection with public offerings of AIP securities since January 1December 31, 1994 and all exhibits, amendments and supplements thereto 1993 (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the PanEnergy SEC (collectively, the "AIP ReportsDocuments"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) PanEnergy SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did the rules and regulations of the SEC thereunder applicable to such PanEnergy SEC Documents, with such exceptions as would not contain in the aggregate have a Material Adverse Effect on PanEnergy and none of the PanEnergy 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. To AIP's actual acknowledge, each The financial statements of PanEnergy included in the PanEnergy SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet Rule 10-01 of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any Regulation S-X of the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseSEC) that would be required to be reflected on, or reserved against in, a balance sheet of AIP or in the notes thereto, prepared and fairly present in accordance with generally accepted accounting principles consistently appliedapplicable requirements of GAAP (subject, except liabilities arising in the ordinary course case of business since such date the unaudited statements, to normal, recurring adjustments, none of which would not have an AIP Material Adverse Effectwill be material) the consolidated financial position of PanEnergy and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of PanEnergy and its consolidated subsidiaries for the periods presented therein.

SEC Documents. (a) AIP Adirondack has made available or will make available to RELP prior to July 31CNB a true and complete copy of each report, 1997schedule, the registration statements of AIP statement and definitive proxy statement filed by Adirondack with the SEC in connection with public offerings of AIP securities since January 1, 1994 Securities and all exhibits, amendments and supplements thereto Exchange Commission (the "AIP Registration StatementsSEC") (as such documents have since the time of their filing been amended, the "Adirondack SEC Documents"), and each registration statement, report, proxy statement or information statement and which are all exhibits thereto prepared by it or relating the documents that Adirondack was required to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed file with the SEC (collectively, the "AIP Reports")SEC. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective datesdates of filing with the SEC, the AIP Reports (i) Adirondack SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and (ii) the rules and regulations of the SEC thereunder applicable to such Adirondack SEC Documents, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading (provided that certain statements regarding the number of authorized shares of Adirondack capital stock were incorrect). To AIP's actual acknowledgeThe financial statements of Adirondack included in the Adirondack SEC Documents complied as to form, each as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case in accordance SEC with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes respect thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, have been prepared in accordance with generally accepted accounting principles consistently applied, applied on a consistent basis during the periods involved (except liabilities arising as may be indicated in the ordinary course notes) and fairly present in all material respects the consolidated financial position of business since such date which would not Adirondack as of the dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows for the years then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the Adirondack SEC Documents have an AIP Material Adverse Effectbeen so filed.

SEC Documents. (a) AIP Santa Fe has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Global each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties since the effective date of the latest AIP Registration Statementhas so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Santa Fe Reports"). The AIP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports each Santa Fe Report (i) complied as to form in all material respects in accordance with the applicable requirements of the Securities Laws, Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Santa Fe Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Santa Fe and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and changes in shareholders equity included in or incorporated by reference into the AIP Santa Fe Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in shareholders equity, as the case may be, of AIP Santa Fe and the AIP 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 not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of AIP Santa Fe and its Subsidiaries at March 31, 1997included in the most recent Santa Fe Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, or as set forth in of the AIP Reportsdate of such balance sheet, neither AIP Santa Fe nor any of the AIP its Subsidiaries has any material 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 AIP Santa Fe or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have an AIP aggregate, a Santa Fe Material Adverse Effect.

SEC Documents. (a) AIP RELP has made available or will make available to RELP AIP prior to July 31September 30, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since the effective date of the latest AIP Registration StatementJanuary 1, 1994, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP RELP Reports"). The AIP RELP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws. 13") for the periods stated above. (b) To AIPthe RELP's actual knowledge, as of their respective dates, the AIP RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIPthe RELP's actual acknowledgeknowledge, each of the consolidated balance sheets of AIP RELP included in or incorporated by reference into the AIP RELP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP RELP included in or incorporated by reference into the AIP RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or and cash flows, as the case may be, of AIP and the AIP Subsidiaries RELP 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries RELP at March 31, 1997, including all notes thereto, or as set forth in the AIP RELP Reports, neither AIP nor any of the AIP Subsidiaries RELP has any no material 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 AIP RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP a RELP Material Adverse Effect.

SEC Documents. (a) AIP Dynegy has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available (in paper form or via the internet) to Enron each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties since the effective date of the latest AIP Registration Statementhas so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Dynegy Reports"). The AIP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports each Dynegy Report (i) complied as to form in all material respects in accordance with the applicable requirements of the Securities Laws, Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Dynegy Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Dynegy and the AIP its consolidated Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and changes in shareholders' equity included in or incorporated by reference into the AIP Dynegy Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in shareholders' equity, as the case may be, of AIP Dynegy and the AIP its consolidated 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 effectmaterial), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of AIP Dynegy and its consolidated Subsidiaries at March 31, 1997included in the most recent Dynegy Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, or as set forth in the AIP Reports, neither AIP Dynegy nor any of the AIP its Subsidiaries has any material 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 consolidated balance sheet of AIP Dynegy or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which are incurred in the ordinary course of business since the date of the balance sheet included in the most recent Dynegy Report filed prior to the date of this Agreement and liabilities or obligations which do not and are not reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in such date balance sheet have been taken other than reserves or adjustments which would do not have an AIP and are not reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed Borrower shall timely file with the Commission and provide Lender, within five (5) days after the filing thereof, copies of all SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents Documents that are required to be filed by AIP under U.S. corporations that are subject to the reporting requirements of the Securities LawsExchange Act. 13 In addition, Borrower shall timely file with AMEX (bor any other national securities exchange) To AIP's actual knowledgeand provide Lender, within five (5) days after the filing thereof, copies of all SEC Documents required to be filed therewith. Each SEC Document to be filed by Borrower, when filed with the Commission or AMEX (or on any other national securities exchange), as of their respective datesthe case may be, the AIP Reports (i) complied as to form in will comply with all material respects with the applicable requirements of the Securities LawsAct, the Securities Exchange Act or AMEX (or other national securities exchange) rules, as the case may be, and (ii) did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledgeThe financial statements of Borrower and its Subsidiaries to be included in each SEC Document will comply as to form, each as of the consolidated balance sheets date of AIP included its filing with the Commission, with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, will be prepared in or incorporated accordance with GAAP (except, in the case of unaudited statements, as permitted by reference into the AIP Reports (including the related notes Commission) and schedules) will fairly presents present the consolidated financial position of AIP Borrower and the AIP its Subsidiaries as of its date the dates thereof and each of the consolidated statements results of income, retained earnings their operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries 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), in each case in accordance consistent with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein past practices and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effect).

SEC Documents. (a) AIP Global has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Santa Fe each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties since the effective date of the latest AIP Registration Statementhas so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Global Reports"). The AIP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports each Global Report (i) complied as to form in all material respects in accordance with the applicable requirements of the Securities Laws, Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Global Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Global and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and changes in stockholders' equity included in or incorporated by reference into the AIP Global Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders' equity, as the case may be, of AIP Global and the AIP 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 not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of AIP Global and its Subsidiaries at March 31, 1997included in the most recent Global Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, or as set forth in of the AIP Reportsdate of such balance sheet, neither AIP Global nor any of the AIP its Subsidiaries has any material 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 AIP Global or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have an AIP aggregate, a Global Material Adverse Effect.

SEC Documents. (a) AIP CSI has made available or will make available to RELP prior to July 31filed all reports, 1997schedules, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports statements and other documents required to be filed by AIP it with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”), and during the 12 calendar months prior to the date hereof all such SEC Documents have been filed in a timely manner. CSI is currently eligible to use Form S-3 for stockholder registration statements under the Securities LawsAct. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports (i) The SEC Documents have complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the Commission promulgated thereunder applicable to the SEC Documents, and 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. To AIP's actual acknowledgeAs of their respective dates, each 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 material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets Commission 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”), 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 AIP included unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in or incorporated by reference into all material respects the AIP Reports (including financial condition of CSI as of the related notes and schedules) fairly presents the consolidated financial position of AIP respective dates thereof and the AIP Subsidiaries as results of its date and each of the consolidated statements of income, retained earnings operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP ReportsSEC Documents, neither AIP nor 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 process against CSI and/or relating to any of CSI’s securities. A comment letter was received from the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accruedSecurities and Exchange Commission relating to the Company’s December 31, absolute, contingent or otherwise) that would be required 2006 filing on Form 10-K to be reflected on, or reserved against in, a balance sheet of AIP or in which the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectCompany is currently responding.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31filed all required forms, 1997, the registration statements of AIP filed reports and documents with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties Commission since the effective date of the latest AIP Registration Statement, each Company's initial public offering in the form (including exhibits and any amendments thereto) filed with the SEC November 1995 (collectively, the "AIP Company SEC Reports"). The AIP Reports, all of which were or will be prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). All required Company SEC Reports have been filed with the SEC in a timely manner, Commission and constitute all forms, reports and documents required to be filed by AIP the Company under the Securities LawsLaws since the Company's initial public offering in November 1995. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP the Company included in or incorporated by reference into the AIP Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP the Company and the AIP Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP the Company included in or incorporated by reference into the AIP Company 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 AIP the Company and the AIP Company 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (cForm 10-Q pursuant to Section 13 or 15(d) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectExchange Act.

SEC Documents. (a) AIP Catellus has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed ProLogis (by public filing with the SEC in connection or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by either Catellus or any Catellus Subsidiary with public offerings of AIP securities the SEC since January 1, 1994 and all exhibits, amendments and supplements thereto 2002 (the "AIP Registration Statements"“Catellus SEC Documents”), and each registration statement, report, proxy statement or information statement and which are all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and documents required to have been filed by any amendments thereto) filed of them with the SEC (collectively, the "AIP Reports")since that date. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) Catellus SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Catellus SEC Documents and none of the Catellus 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, except to the extent such statements have been modified or superseded by later Catellus SEC Documents filed and publicly available prior to the date of this Agreement. To AIP's actual acknowledge, each As of the date hereof, neither Catellus nor any Catellus Subsidiary has any outstanding and unresolved comments from the SEC with respect to the Catellus SEC Documents. The consolidated balance sheets financial statements of AIP Catellus and Catellus Subsidiaries included in or incorporated by reference into the AIP Reports (including Catellus SEC Documents complied as to form in all material respects with the related notes and schedules) fairly presents the consolidated financial position of AIP applicable accounting requirements and the AIP Subsidiaries as of its date published rules and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case have been prepared in accordance with generally accepted accounting principles consistently (“GAAP”) applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Securities Laws. Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (c) Except subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of Catellus and the Catellus Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of Catellus and the Catellus Subsidiaries for the periods presented therein, in each case, except to the extent set forth on such financial statements have been modified or superseded by later Catellus SEC Documents filed and publicly available prior to the consolidated balance sheet date of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be this Agreement. No Catellus Subsidiary is required to be reflected on, or reserved against in, a balance sheet of AIP or in make any filing with the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectSEC.

SEC Documents. (a) AIP Kranzco has made available or will make available to RELP prior to July 31timely filed all required forms, 1997, the registration statements of AIP filed reports and documents with the SEC in connection with public offerings of AIP securities since January 1November 19, 1994 and all exhibits, amendments and supplements thereto 1992 (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Kranzco Reports"). The AIP Reports, which Kranzco Reports were or will be filed with the SEC in a timely manner, manner and constitute all forms, reports and documents required to be filed by AIP Kranzco under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Kranzco Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP Kranzco included in or incorporated by reference into the AIP Kranzco Reports (including the related notes and schedules) fairly presents presents, in all material respects the consolidated financial position of AIP Kranzco and the AIP Kranzco Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP Kranzco included in or incorporated by reference into the AIP Kranzco Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of AIP Kranzco and the AIP Kranzco 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q or Form 8-K of the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as SEC. Funds from Operations for Kranzco set forth in the AIP Kranzco Reports, neither AIP nor any of including the AIP Subsidiaries has any material liabilities financial statements included in 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 AIP or incorporated by reference in the Kranzco Reports (including any related notes theretoand schedules) for the periods set forth therein, prepared was calculated in accordance with generally accepted accounting principles applicable NAREIT guidelines then in effect consistently applied, except liabilities arising applied during the periods involved. All offerings of securities by Kranzco or any Kranzco Subsidiary were effected in the ordinary course of business since compliance with applicable law and no party participating in such date which would not have an AIP Material Adverse Effectofferings has any rescission rights resulting therefrom.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July a. WTC's Annual Report on Form 10-K for the fiscal year ended December 31, 19972000, the and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it or any of AIP filed with the SEC in connection with public offerings of AIP securities its Subsidiaries since January 1, 1994 and all exhibits1998 under the Securities Act, amendments and supplements thereto (the "AIP Registration Statements"or under Section 13(a), and each registration statement13(c), report, proxy statement 14 or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date 15(d) of the latest AIP Registration StatementExchange Act, each in the form (including exhibits and any amendments thereto) filed or to be filed with the SEC (collectively, the WTC's "AIP ReportsSEC Documents"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective datesthe date filed, the AIP Reports (iA) complied as to form or will comply in all material respects as to form with the applicable requirements of under the Securities LawsAct or the Exchange Act, as the case may be, and (iiB) did not and will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, ; and each of the consolidated balance sheets of AIP included contained in or incorporated by reference into the AIP Reports any such SEC Document (including the related notes and schedulesschedules thereto) fairly presents presents, or will fairly present, as the consolidated case may be, the financial position of AIP WTC and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings income and changes in shareholders' equity and cash flows of AIP included or equivalent statements in or incorporated by reference into the AIP Reports such SEC Documents (including any related notes and schedulesschedules thereto) fairly presents presents, or will fairly present, as the case may be, the results of operations, retained earnings or changes in shareholders' equity and changes in cash flows, as the case may be, of AIP WTC and the AIP 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)they relate, in each case in accordance with generally accepted accounting principles consistently applied GAAP during the periods involved, except in each case as may be noted therein and exceptsubject to normal, recurring year-end audit adjustments in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as b. Since September 30, 2001, WTC has not suffered any change that has had a Material Adverse Effect on WTC, and to the extent set forth on the consolidated balance sheet Knowledge of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, WTC there is no impending event or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) condition that would be required to be reflected on, or reserved against in, have a balance sheet of AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectEffect on WTC.

SEC Documents. (a) AIP The Company has delivered or made available or will make available to RELP prior to July 31, 1997, the registration statements Parent true and complete copies of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement statement, form, report and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and other documents required to be filed by AIP under it with the Securities Lawsand Exchange Commission (the "SEC") since January 1, 1996 (collectively, the "Company SEC Reports"). 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date of this Agreement (i) 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 Laws, Act and the Exchange Act and (ii) did not, or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each . (b) Each of the consolidated balance sheets of AIP the Company included in or incorporated by reference into the AIP Company SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects, the consolidated financial position of AIP the Company and the AIP its consolidated Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings and cash flows of AIP the Company included in or incorporated by reference into the AIP Company SEC Reports (including any related notes and schedules) fairly presents fairly, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of AIP the Company and the AIP 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 effectadjustments), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Lawstherein. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP ReportsRecent Company SEC Reports (as defined below) or in Section 2.8 of the Disclosure Schedule and except for the transactions expressly contemplated hereby, neither AIP the Company nor any of the AIP its Subsidiaries has any material 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 AIP the Company or in the notes thereto, prepared in accordance with generally accepted accounting principles GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of February 2, 1997 and (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) since such date February 2, 1997 which would not not, individually or in the aggregate, have an AIP a Material Adverse Effect.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP Hanover and its Subsidiaries have filed with the SEC in connection with public offerings of AIP securities all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1September 30, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"2003 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made available to Universal each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement(other than preliminary materials) they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP “Hanover Reports"”). The AIP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports each Hanover Report (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Hanover Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Hanover 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 presents in all material respects the consolidated financial position of AIP Hanover and the AIP its Subsidiaries (or such entities as indicated in such balance sheet) as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and changes in stockholders’ equity included in or incorporated by reference into the AIP Hanover Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of AIP Hanover and the AIP its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to normal (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which would are not be material in amount or effectthe aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of AIP Hanover and its Subsidiaries at March 31, 1997included in the most recent Hanover Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, or as set forth in of the AIP Reportsdate of such balance sheet, neither AIP Hanover nor any of the AIP its Subsidiaries has any material 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 consolidated balance sheet of AIP Hanover or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which, individually or in the ordinary course of business since such date which would aggregate, have not had and are not reasonably likely to have an AIP a Hanover Material Adverse Effect. (b) Since September 30, 2003, the chief executive officer and chief financial officer of Hanover have made all certifications (without qualification or exceptions to the matters certified) required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the statements contained in any such certifications are complete and correct; neither Hanover nor its officers have received notice from any governmental authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Hanover maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Hanover and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Hanover Reports and other public disclosure and Hanover is otherwise in substantial compliance with all applicable effective provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards of the New York Stock Exchange. As of the date hereof, Hanover has no knowledge of any material weaknesses in the design or operation of its internal controls over financial reporting. There is no reason to believe that Hanover’s auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act in connection with the filing of Hanover’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. (c) Hanover and its Subsidiaries maintain accurate books and records reflecting in all material respects their respective assets and liabilities and maintain proper and adequate internal accounting controls. (d) Neither Hanover nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the 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 Hanover. No loan or extension of credit is maintained by Hanover or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under it with the Securities LawsSEC since January 1, 1996 (collectively, the "COMPANY REPORTS"). 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Company Reports and any such reports, forms and other documents filed by the Company with the SEC after the date of this Agreement (i) complied as to form complied, or will comply, in all material respects with the applicable requirements of the Securities LawsAct of 1933, as amended (the "SECURITIES ACT"), the Exchange Act and the rules and regulations thereunder and (ii) 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. To AIP's actual acknowledge, each The representation in clause (ii) of the consolidated balance sheets preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the date of AIP this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. Except as disclosed in Section 3.8 of the Company Disclosure Letter, no Subsidiary of the Company is required to file any report, form or other document with the SEC. (b) Each of the financial statements included in or incorporated by reference into the AIP Company Reports (including the related notes and schedules) fairly presents fairly, in all material respects, the consolidated financial position of AIP the Company and the AIP its Subsidiaries as of its date and each of or, if applicable, the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP the Company and the AIP 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)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except(subject, in the case of the unaudited statements, to normal year-end audit adjustments, none of which is material in kind or amount except as permitted by noted therein and except to the Securities Lawsextent that generally accepted accounting principles do not require footnote disclosure in unaudited financial statements). (c) Except as and to Neither the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP Company nor any of the AIP its Subsidiaries has any material 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 consolidated balance sheet of AIP the Company or described or referred to in the notes thereto, prepared in accordance with generally accepted accounting principles consistently appliedapplied based upon facts known to the Company as at the date of this Agreement, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of the Company as of September 25, 1998 or any Company Filed Report or disclosed in Section 3.8 of the Company Disclosure Letter, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) since such date September 25, 1998, and (iii) liabilities or obligations which would not could not, individually or in the aggregate, reasonably be expected to have an AIP a Company Material Adverse Effect. (d) Set forth in Section 3.8 of the Company Disclosure Letter is a listing of all of the Company's indebtedness for borrowed money outstanding as of the Measurement Date setting forth in each case the principal amount thereof. No payment defaults have occurred and are continuing under the agreements and instruments governing the terms of such indebtedness.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July Since March 31, 1997, the registration statements of AIP Activision has timely filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP Activision since March 31, 1997 under the Securities Laws, including, without limitation, (i) all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all Current Reports on form 8-K and (v) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "Activision SEC Reports"), all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. 13 (b) To AIP's actual knowledgeActivision has no knowledge that any Activision SEC Reports required to be filed with the SEC prior to March 31, as 1997 have not been filed. As of their respective dates, except as set forth in Section 5.6 of the AIP disclosure letter delivered at or prior to the execution hereof to Expert, which shall refer to the relevant sections of this Agreement (the "Activision Disclosure Letter"), the Activision SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP Activision included in or incorporated by reference into the AIP Activision SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP Activision and the AIP Subsidiaries its consolidated subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and shareholders' equity included in or incorporated by reference into the AIP Activision SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsflows and shareholders' equity, as the case may be, of AIP Activision and the AIP Subsidiaries its consolidated 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (cForm 10-Q pursuant to Section 13 or 15(d) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectExchange Act.

SEC Documents. (a) AIP EVA has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP timely filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 United States Securities and all exhibits, amendments and supplements thereto Exchange Commission (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto“SEC”) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports registration statements, reports, schedules, and documents statements required to be filed by AIP it under the Exchange Act or Securities Laws. 13 Act (b) To AIP's actual knowledgeall such documents filed on or prior to the Closing Date, as of their respective datescollectively, the AIP Reports “EVA SEC Documents”). The EVA SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (ithe “EVA Financial Statements”), at the time filed (in the case of registration statements, solely on the date of effectiveness) complied as (except to form in all material respects with the applicable requirements of extent corrected by a subsequently filed EVA SEC Document filed prior to the Securities Laws, and Closing Date) (iia) 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. To AIP's actual acknowledge, each misleading and (b) complied in all material respects with the applicable requirements of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP Exchange Act and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsSecurities Act, as the case may be. The EVA Financial Statements were prepared in accordance with GAAP, of AIP and the AIP Subsidiaries for applied on a consistent basis during the periods set forth therein involved (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited statements, to normal yearas permitted by Rule 10-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein 01 of Regulation S-X) and except, fairly present (subject in the case of the unaudited statementsstatements to normal, as permitted by the Securities Laws. (crecurring and year-end adjustments) Except as and to the extent set forth on in all material respects the consolidated balance sheet financial position of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or EVA as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to EVA and has any material liabilities not resigned or obligations been dismissed as independent registered public accountants of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, EVA as a balance sheet result of AIP or in the notes thereto, prepared in accordance connection with generally accepted any disagreement with EVA on any matter of accounting principles consistently appliedor practices, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effectfinancial statement disclosure or auditing scope or procedures.

SEC Documents. (a) AIP CSL has made available or will make available filed, pursuant to RELP prior to July 31the Securities and the Securities and Exchange Act of 1934, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto as amended (the "AIP Registration StatementsExchange Act"), and each registration statement, report, proxy statement or information statement and ) all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents Documents required to be filed by AIP with respect to the business and operations of CSL under each of the Securities Laws. 13 Act and Exchange Act, and the business and operations of CSL under each of the Securities Act and the Exchange Act, and the respective rules and regulations thereunder, (b) To AIP's actual knowledge, as all of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the all applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and the appropriate act and the rules and regulations thereunder in effect on the date each such report was filed, (iic) did not contain at the respective dates they were filed, none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports an (including the related notes and schedulesd) fairly presents the consolidated financial position statements of AIP CSL included in the SEC Documents complied as to the form in all material respects with he applicable accounting requirements and the AIP Subsidiaries as of its date published rules and each regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied throughout the period involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated statements financial position, results of income, retained earnings operations and cash flows of AIP included in CSL as of the dates or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein (indicated therein, subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by to normal year-end adjustments and the Securities Laws. absence of certain footnote disclosures. As used herein, the term "SEC Documents" means and includes the SEC Documents and all other material forms, statements, reports and documents (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes exhibits, amendments and supplements thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected onfiled with respect to the business and operations of CSL under each of the Securities Act and the Exchange Act, or reserved against in, a balance sheet of AIP or in and the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effectrespective rules and regulations thereunder.

SEC Documents. (a) AIP Gart has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP timely filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, ------------- report, proxy statement or information statement and required to be filed by Gart for all exhibits thereto prepared by it periods ending on or relating to its properties since the effective date of the latest AIP Registration Statementafter December 31, each in the form (including exhibits and any amendments thereto) filed with the SEC 1999 (collectively, the "AIP Gart Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Gart Reports (i) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities LawsAct or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing 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. To AIPNone of Gart's actual acknowledgesubsidiaries is required to file any forms, each reports or other documents with the SEC. Each of the consolidated balance sheets of AIP Gart and its subsidiaries included in or incorporated by reference into the AIP Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP Gart and the AIP Subsidiaries its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP Gart and its subsidiaries included in or incorporated by reference into the AIP Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP Gart and the AIP Subsidiaries its subsidiaries for the periods set forth therein (subjectsubject to, in the case of unaudited statements, to normal year-end audit adjustments which that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involvedinvolved ("GAAP"), except as may be noted therein and except, in the case therein. There are no liabilities of the unaudited statements, as permitted Gart or any of its subsidiaries of any kind whatsoever that would be required by the Securities Laws. (c) Except as and GAAP to the extent set forth be reflected on the a consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, Gart (including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto), prepared in accordance with generally accepted accounting principles consistently appliedother than: (x) liabilities incurred since January 29, except liabilities arising 2000 in the ordinary course of business since such consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date which would not have an AIP Material Adverse Effecthereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. (a) AIP Activision has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP timely filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP Activision since March 31, 2001 under the Securities Laws. 13 (b) To AIP's actual knowledgeAct, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder (the "Securities Laws"), including, without limitation, (i) the Annual Report on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all Current Reports on form 8-K and (v) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "Activision SEC Reports"), all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. As of their respective dates, the AIP Activision SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP Activision included in or incorporated by reference into the AIP Activision SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP Activision and the AIP Subsidiaries its consolidated subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and Members' equity included in or incorporated by reference into the AIP Activision SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsflows and Members' equity, as the case may be, of AIP Activision and the AIP Subsidiaries its consolidated 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (cForm 10-Q pursuant to Section 13 or 15(d) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectExchange Act.

SEC Documents. (a) AIP ProLogis has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed Catellus (by public filing with the SEC in connection or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with public offerings of AIP securities the SEC since January 1, 1994 and all exhibits, amendments and supplements thereto 2002 (the "AIP Registration Statements"“ProLogis SEC Documents”), and each registration statement, report, proxy statement or information statement and which are all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and documents required to have been filed by any amendments thereto) filed of them with the SEC (collectively, the "AIP Reports")since that date. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) ProLogis SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis 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, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. To AIP's actual acknowledge, each As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated balance sheets financial statements of AIP ProLogis included in or incorporated by reference into the AIP Reports (including ProLogis SEC Documents complied as to form in all material respects with the related notes and schedules) fairly presents the consolidated financial position of AIP applicable accounting requirements and the AIP Subsidiaries as of its date published rules and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case have been prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Securities Laws. (cExchange Act) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31fairly presented, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently appliedapplicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, except liabilities arising in the ordinary course case of business since such date the unaudited statements, to normal, recurring adjustments, none of which would not have an AIP Material Adverse Effectare material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SEC.

SEC Documents. (a) AIP Except as Previously Disclosed, each of Holdco and the Company has made available or will make available to RELP prior to July 31filed all reports, 1997schedules, the registration forms, statements of AIP filed and other documents with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under Holdco or the Securities LawsCompany or furnished by Holdco or the Company since December 31, 2005 (including any items incorporated by reference or attached as Exhibits thereto) (the “SEC Documents”). 13 (b) To AIP's actual knowledge, as No Holdco Subsidiary is required to make any filings of SEC Documents. As of their respective datesdates of filing, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct, or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable thereto, and 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. To AIP's actual acknowledgeThere are no outstanding comments from the SEC with respect to any SEC Document. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Holdco included in the SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the consolidated balance sheets SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of AIP included unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in or incorporated by reference into the AIP Reports (including the related notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of AIP Holdco and the AIP its consolidated Subsidiaries as of its date the dates thereof and each of the consolidated statements results of income, retained earnings their operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which would not be material in amount adjustments). Except as specifically reflected or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, reserved against in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the audited consolidated balance sheet of AIP and its Subsidiaries Holdco as at March 31September 30, 1997, including all notes thereto, or as set forth 2007 included in the AIP ReportsFiled SEC Documents, neither AIP Holdco nor any of the AIP Subsidiaries Holdco Subsidiary has any material liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the Effective Date, to be reflected on, or reserved against in, on a consolidated balance sheet of AIP or in Holdco (including the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied), except liabilities arising and obligations that (A) were incurred in the ordinary course of business consistent with past practice since such date which September 30, 2007 or (B) have not had and would not have an AIP not, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (b) Holdco (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Holdco, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Holdco by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the Effective Date, to Holdco’s outside auditors and the audit committee of the Board of Directors (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Exchange Act, Rule 13a-15(f)) that are reasonably likely to adversely affect Holdco and each Holdco Subsidiary’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Holdco or each Holdco Subsidiary’s internal controls over financial reporting. As of the date of this Agreement, Holdco has no knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2005, (x) neither Holdco nor any Holdco Subsidiary nor, to the knowledge of Holdco, any director, officer, employee, auditor, accountant or representative of Holdco or any Holdco Subsidiary, 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 Holdco or any Holdco Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Holdco or any Holdco Subsidiary has engaged in questionable accounting or auditing practices, and (y) no attorney representing Holdco or any Holdco Subsidiary, whether or not employed by Holdco or any such subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Holdco or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of Holdco or any Holdco Subsidiary.

SEC Documents. (a) AIP Trega has made available or will make available filed all reports required to RELP prior to July 31be filed by it with the Securities and Exchange Commission (the "SEC") since June 30, 1997, and Trega has furnished, or made available to NaviCyte, true, correct and complete copies of Trega's Annual Report on Form 10- K for the registration statements of AIP filed with year ended December 31, 1997 and Trega's Quarterly Report on Form 10-Q for the SEC in connection with public offerings of AIP securities since January 1quarter ended June 30, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC 1998 (collectively, the "AIP ReportsTREGA SEC DOCUMENTS"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) each Trega SEC Document complied as to form in all material respects with the applicable requirements of the Securities LawsExchange Act of 1934, as amended (the "1934 ACT"), and (ii) did not contain none of the Trega 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. (b) Each of the audited consolidated financial statements (including, in each case, any notes thereto) contained in the Trega SEC Documents was prepared in accordance with GAAP throughout the periods indicated. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the AIP Reports (including the related notes and schedules) Trega SEC Documents fairly presents presented in all material respects the consolidated financial position position, results of AIP operations and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings changes in stockholders' equity and cash flows of AIP included in or incorporated by reference into Trega and its consolidated subsidiaries as at the AIP Reports (including any related notes respective dates thereof and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the respective periods set forth indicated therein (subject, in the case of unaudited statements, to (i) normal year-end audit adjustments which would are not expected, individually or in the aggregate, to be material in amount or effectand (ii) the absence of all GAAP notes to such financial statements), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and (i) to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries Trega as at March 31June 30, 19971998, including all the notes theretothereto (the "TREGA BALANCE SHEET"), or (ii) as set forth on SCHEDULE 4 attached hereto or (iii) as disclosed in the AIP Reportsany Trega SEC Document, neither AIP nor Trega does not have any of the AIP Subsidiaries has any material liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that which would be required to be reflected on, or reserved against in, on a balance sheet of AIP sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently appliedGAAP which would have a material adverse effect on the assets, business or results of operations of Trega, except for liabilities arising and obligations incurred in the ordinary course of business consistent with past practice since such December 31, 1997. (d) With respect to those agreements, documents and other instruments that have been filed by Trega as exhibits to Trega SEC Documents and that are material to Trega's business as of the date which would of this Agreement, Trega has made available to NaviCyte complete and correct copies of all material amendments and modifications thereto (if any) that have not have an AIP Material Adverse Effectbeen filed by Trega with the SEC.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31A true and complete copy of each report, 1997schedule, the registration statements of AIP statement and definitive proxy statement filed by Schlumberger with the SEC in connection with public offerings of AIP securities since January 1, 1994 1995 and all exhibits, amendments and supplements thereto prior to the date of this Transaction Agreement (the "AIP Registration StatementsSchlumberger SEC Documents"), and each registration statement, report, proxy statement or information statement and ) has been made available to Camco. The Schlumberger SEC Documents are all exhibits thereto prepared by it or relating the documents (other than preliminary material) that Schlumberger was required to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed file with the SEC (collectively, the "AIP Reports")since such date. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) Schlumberger SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Schlumberger SEC Documents, and none of the Schlumberger SEC Documents contained when filed 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. To AIP's actual acknowledge, each The financial statements of Schlumberger included in the Schlumberger SEC Documents complied as to form in all material respects with the published rules and regulations of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet Rule 10-01 of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any Regulation S-X of the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwiseSEC) that would be required to be reflected on, or reserved against in, a balance sheet of AIP or in the notes thereto, prepared and fairly present in accordance with generally accepted accounting principles consistently appliedapplicable requirements of GAAP (subject, except liabilities arising in the ordinary course case of business since such date which would not have an AIP Material Adverse Effectthe unaudited statements, to normal year-end adjustments and other adjustments discussed therein) the consolidated financial position of Schlumberger and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Schlumberger and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (a) AIP Gold Banc has made available or will make available to RELP prior to July 31the Company a true and complete copy of each report, 1997schedule, the registration statements of AIP statement and definitive proxy statement filed by Gold Banc with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto 1996 (the "AIP Registration StatementsGold Banc SEC Documents"), and each registration statement, report, proxy statement or information statement and ) which are all exhibits thereto prepared by it or relating the documents (other than preliminary material) that Gold Banc was required to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed file with the SEC (collectively, the "AIP Reports")since such date. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) Gold Banc SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc 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. To AIP's actual acknowledge, each The financial statements of Gold Banc included in the Gold Banc SEC Documents complied as to form in all material respects with the published rules and regulations of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, GAAP (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Securities Laws. SEC) and fairly present in accordance with applicable requirements of GAAP (csubject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) Except the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent set forth on disclosed or reflected in the consolidated balance sheet of AIP and its Subsidiaries at financial statements included in the Gold Banc SEC Documents. Since March 31, 1997, including all notes thereto, or as set forth 1999 there has been no material adverse change in the AIP Reportsfinancial condition, neither AIP nor any properties, assets, liabilities, business or prospects of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectGold Banc.

SEC Documents. (a) AIP Rush has made available or will make available provided to RELP prior to July Seller and Shareholder copies of its Annual Report on Form 10-K for the year ended December 31, 19971998, its Quarterly Reports on Form 10-Q for the registration statements quarters ended March 31, 1999 and June 30, 1999, its proxy statement with respect to the Annual Meeting of AIP Stockholders held on May 18, 1999, and its Amendment No. 2 to Form S-1 Registration Statement and Prospectus to Form S-1 filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto on Form 424(b)(4) (such documents collectively referred to herein as the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP ReportsDocuments"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsExchange Act and the rules and regulations of the Commission promulgated thereunder applicable to such SEC Documents, and (ii) 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. To AIP's actual acknowledge, each The consolidated financial statements of Rush included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case in accordance Commission with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes respect thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Rush 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 in the case of interim period financial information for normal year-end adjustments). All material agreements, contracts and other documents required to be filed as exhibits to the SEC Documents have been so filed. The consolidated balance sheet included in Rush's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 reflects, as of the date thereof, all liabilities, debts and obligations of any nature, kind or manner of Rush and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise, and whether due or to become due that are required to be reflected on such balance sheet under generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effect.

SEC Documents. (a) AIP Lyondell has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP timely filed with the SEC all documents required to be so filed by it in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Lyondell 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. Lyondell has made available to Millennium each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties since Subsidiaries have so filed in the effective date of the latest AIP Registration Statement, preceding three fiscal years and during 2004 each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP “Lyondell Reports"”). The AIP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports each Lyondell Report (i) complied as to form in all material respects in accordance with the applicable requirements of the Securities Laws, Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Lyondell Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Lyondell and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and changes in stockholders’ equity included in or incorporated by reference into the AIP Lyondell Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of AIP Lyondell and the AIP 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 be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein therein, except for such consolidated balance sheets and exceptconsolidated statements of operations, cash flows and changes in the case of the unaudited statementsstockholders equity, if any, as permitted by have been modified or restated and have been included in subsequent filings with the Securities LawsSEC prior to the date hereof. (cb) Except as and to the extent set forth on the most recent consolidated balance sheet of AIP Lyondell and its Subsidiaries at March 31, 1997included in the Lyondell 2003 10-K, including all notes thereto, or as set forth in of the AIP Reportsdate of such balance sheet, neither AIP Lyondell nor any of the AIP its Subsidiaries has any material 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 AIP Lyondell or in the notes thereto, thereto prepared in accordance with U.S. generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have an AIP aggregate, a Lyondell Material Adverse Effect. (c) The Chief Executive Officer and Chief Financial Officer of Lyondell have made all certifications required by Section 302 and Section 906 of 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 Lyondell 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 Lyondell 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) Lyondell 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 Lyondell to engage in the review and evaluation process mandated by the Exchange Act. Lyondell’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Lyondell 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 Lyondell’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 Lyondell referenced in Section 6.8(c). (e) Lyondell and its Subsidiaries maintain accurate books and records reflecting in all material respects its assets and liabilities and maintain proper and adequate internal accounting controls. (f) Neither Lyondell nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the 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 Lyondell. No loan or extension of credit is maintained by Lyondell or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. (a) AIP The Company has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP it under the Securities Laws. 13 (b) To AIP's actual knowledgeExchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two 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 "SEC Documents" and, together with the Schedules to this Agreement furnished by or on behalf of the Company, the "Disclosure Materials") on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the AIP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and (ii) 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. To AIP's actual acknowledge, each The financial statements of the consolidated balance sheets of AIP Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the Commission 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 as may be otherwise indicated in such financial statements or incorporated by reference into the AIP Reports (including notes thereto, and fairly present in all material respects the related notes and schedules) fairly presents the consolidated financial position of AIP the Company as of and for the dates thereof and the AIP Subsidiaries as results of its date and each of the consolidated statements of income, retained earnings operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries 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 adjustments. Except as disclosed in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein Schedule 2.1(g) and except, in the case audited and unaudited balance sheets of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth Company included in the AIP ReportsSEC Documents, neither AIP nor any of the AIP Subsidiaries has any there are no material liabilities or obligations of any nature (whether accrued, absoluteliabilities, contingent or otherwise) that would be required , as to be reflected onwhich the Company or its Subsidiaries, or reserved against in, a balance sheet any of AIP their respective assets is or may become bound. Since the date of the financial statements included in the notes theretoCompany's last filed Quarterly Report on Form 10-Q or last filed Annual Report on Form 10-K, prepared in accordance whichever has been most recently filed with generally accepted accounting principles consistently appliedthe Commission, except liabilities arising in the ordinary course of business since such date which would not have an AIP there has been no event, occurrence or development that has had a Material Adverse EffectEffect which is not specifically disclosed in any of the Disclosure Materials.

SEC Documents. LZGI has filed all reports, schedules, forms, statements and other documents as required by the United States Securities and Exchange Commission (a“SEC”) AIP and LZGI has delivered or made available or will make available to RELP prior to July 31Holdings all reports, 1997schedules, the registration forms, statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) other documents filed with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "AIP Reports"“LZGI SEC Documents”). The AIP Reports, which were or will be filed with the LZGI SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports (i) Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such LZGI SEC Documents, and none of the LZGI SEC Documents (iiincluding any and all consolidated financial statements included therein) did not contain as of such date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledgeExcept to the extent revised or superseded by a subsequent filing with the SEC (a copy of which has been provided to Holdings prior to the date of this Agreement), each none of the LZGI SEC Documents contains any untrue statement of a material fact or omits to state any 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. The consolidated balance sheets financial statements of AIP LZGI included in or incorporated such LZGI SEC Documents (the “LZGI Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by reference into Form 10-Q of the AIP Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of AIP LZGI and its consolidated subsidiaries as of the dates thereof and the AIP Subsidiaries as consolidated results of its date operations and each of the consolidated statements of income, retained earnings and changes in cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which would not be material in amount or effectas determined by LZGI’s independent accountants), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP ReportsLZGI SEC Documents, at the date of the most recent audited financial statements of LZGI included in the LZGI SEC Documents, neither AIP LZGI nor any of the AIP Subsidiaries its subsidiaries had, and since such date neither LZGI nor any of such subsidiaries has incurred, any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected onwhich, or reserved against in, a balance sheet of AIP individually or in the notes theretoaggregate, prepared in accordance with generally accepted accounting principles consistently appliedcould reasonably be expected to be materially adverse to (a) the business, except results of operations, condition (financial or otherwise), assets or liabilities arising in of a Party or (b) the ordinary course ability of business since such date which would not have an AIP Material Adverse Effecta Party to consummate the Transactions.

SEC Documents. (a) AIP Acquiror has made available or will make available to RELP prior to July 31filed all required reports, 1997schedules, the registration statements, financial statements of AIP filed and other documents with the SEC in connection with public offerings of AIP securities since January 1December 31, 1994 and all exhibits, amendments and supplements thereto 2009 (the "AIP Registration Statements"“Acquiror SEC Documents”), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date . As of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed their respective dates of filing with the SEC (collectivelyor, if amended or superseded by a filing prior to the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledgedate hereof, as of their respective datesthe date of such filing), the AIP Reports (i) Acquiror SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Acquiror SEC Documents, and none of the Acquiror 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. To AIP's actual acknowledgeThe financial statements of Acquiror included in the Acquiror SEC Documents complied as to form, each 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 consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports SEC with respect thereto (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries for the periods set forth therein (subjectexcept, in the case of unaudited statements, to normal yearas permitted by Form 10-end audit adjustments which would not be material in amount or effectQ of the SEC), in each case have been prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein disclosed therein) and exceptfairly present in all material respects the consolidated financial position of Acquiror and its consolidated Subsidiaries and the consolidated results of operations, changes in the case shareholders’ equity and cash flows of such companies as of the unaudited statements, as permitted by dates and for the Securities Laws. (c) Except as and periods shown. There are no outstanding comments from the staff of the SEC with respect to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectAcquiror SEC Documents.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31, 1997For the purposes of this Agreement, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and Parent Reports" means each registration statement, report, proxy statement or information statement and all exhibits thereto of Parent prepared by it or relating to its properties since the effective date of the latest AIP Registration StatementJanuary 1, each 1995, in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, SEC. As of the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Parent Reports (i) complied as to form in all material respects with the applicable requirements of the Securities LawsAct, the Exchange Act, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP Parent and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Parent Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP Parent and the AIP 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, therein. Neither Parent nor any of its Subsidiaries has any liabilities or obligations required to be disclosed in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated a balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, Parent or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material notes thereto prepared in accordance with generally accepted accounting principles consistently applied except (a) 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 AIP Parent or in the notes thereto, prepared and included in accordance with generally accepted accounting principles consistently appliedthe Parent Reports and (b) liabilities or obligations incurred since March 31, except liabilities arising 1997 in the ordinary course of business since such date which would not have an AIP Material Adverse Effectbusiness.

SEC Documents. Seller has delivered (aincorporated by reference to the Seller's filings as reported on the SEC's web site) AIP has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and Purchaser each registration statement, report, proxy statement or information statement prepared and all exhibits thereto prepared filed with the Securities and Exchange Commission by it or relating to since June 30, 2003, including, without limitation, its properties since Annual Report on Form 10-KSB for the effective date of the latest AIP Registration Statementyear ended June 30, 2003, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Seller Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Seller Reports (i) complied as to form in all material respects with the applicable requirements of the Securities LawsAct, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Seller Reports (including the related notes and schedules) fairly presents presents, in all material respects, the consolidated financial position of AIP Seller and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Seller Reports (including any together with the related notes and schedules) fairly presents presents, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of AIP Seller and the AIP its Subsidiaries for the periods set forth therein (subject, in subject to the case lack of unaudited statements, to footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on in the consolidated balance sheet of AIP Seller and its Subsidiaries at March 31June 30, 19972003, including all notes thereto, or as set forth in the AIP Seller Reports, neither AIP Seller nor any of the AIP its Subsidiaries has any material 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 AIP Seller or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse Effectdate.

SEC Documents. (a) AIP Pride has made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP timely filed with the SEC all documents required to be so filed by it in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Pride 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 2001 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Pride has made available to Marine each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties since the effective date of the latest AIP Registration Statementhas so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Pride Reports"). The AIP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as of their respective dates, the AIP Reports each Pride Report (i) complied as to form in all material respects in accordance with the applicable requirements of the Securities Laws, Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Pride Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of AIP Pride and the AIP its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of AIP and changes in shareholders' equity included in or incorporated by reference into the AIP Pride Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in shareholders' equity, as the case may be, of AIP Pride and the AIP 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 be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the most recent consolidated balance sheet of AIP Pride and its Subsidiaries at March 31, 1997included in Pride Reports, including all notes thereto, or as set forth in of the AIP Reportsdate of such balance sheet, neither AIP Pride nor any of the AIP its Subsidiaries has any material 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 AIP Pride or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have an AIP aggregate, a Pride Material Adverse Effect.

SEC Documents. (a) AIP has made available or will make available to RELP prior to July 31Since April 23, 1997, the registration statements of AIP Buyer has timely filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP Buyer since April 23, 1997 under the Securities Laws, including, without limitation, (i) all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all Current Reports on form 8-K, (v) the Buyer's Registration Statement on Form S-11 as filed with the SEC on July 30, 1997 and (vi) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "Buyer SEC Reports") all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Buyer SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP Buyer included in or incorporated by reference into the AIP Buyer SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP Buyer and the AIP Buyer Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP and shareholders' equity included in or incorporated by reference into the AIP Buyer SEC Reports (including any related notes and schedules) fairly presents the results of operationsincome, retained earnings or cash flowsflows and shareholders' equity, as the case may be, of AIP Buyer and the AIP Buyer 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (cForm 10-Q pursuant to Section 13 or 15(d) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectExchange Act.

SEC Documents. (a) AIP The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC since October 31, 1993 and the Company has delivered or made available or will make available to RELP prior to July 31Parent all reports, 1997schedules, the registration forms, statements of AIP and other documents filed with the SEC in connection since such date (such documents, together with public offerings of AIP securities since January 1all exhibits and schedules thereto and documents incorporated by reference therein, 1994 and all exhibits, amendments and supplements thereto (collectively referred to herein as the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP ReportsDocuments"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) SEC Documents as they may have been amended complied as to form in all material respects with the applicable requirements of the Securities LawsAct of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and 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 misleadingmisleading (it being understood that the foregoing representation and warranty does not relate to any written information received from Parent or any of its subsidiaries specifically for inclusion in the SEC Documents). To AIP's actual acknowledge, each The consolidated financial statements of the consolidated balance sheets of AIP Company included in or incorporated the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, accurately reflect the books and records of the Company, have been A-7 13 prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the AIP Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of AIP the Company and its consolidated subsidiaries as of the dates thereof and the AIP Subsidiaries as consolidated results of its date and each of the consolidated statements of income, retained earnings their operations and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Subsidiaries 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 and other adjustments described therein). All material contracts of the Company and its subsidiaries had been included in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involvedSEC Documents, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be for those contracts not required to be reflected on, or reserved against in, a balance sheet filed pursuant to the rules and regulations of AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectSEC.

SEC Documents. (a) AIP Getty has delivered or made available or will make available to RELP prior to July 31, 1997, the registration statements PTI true and complete copies of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement statement, form, report and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and other documents required to be filed by AIP under it with the Securities Lawsand Exchange Commission (the "SEC") since February 1, 1996 (collectively, the "Getty SEC Reports"). 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Getty SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Getty with the SEC after the date of this Agreement (i) complied as or, with respect to form those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Laws, Act and the Exchange Act and (ii) did not or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each . (b) Each of the consolidated balance sheets of AIP Getty included in or incorporated by reference into the AIP Getty SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects, the consolidated financial position of AIP Getty and the AIP its consolidated Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings operations and cash flows of AIP Getty included in or incorporated by reference into the AIP Getty SEC Reports (including any related notes and schedules) fairly presents fairly, in all material respects, the results of operations, retained earnings operations or cash flows, as the case may be, of AIP Getty and the AIP 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 effectadjustments), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Lawstherein. (c) Except as and to To the extent set forth on the consolidated balance sheet best knowledge of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP ReportsGetty, neither AIP Getty nor any of the AIP its Subsidiaries has any material 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 AIP Getty or in the notes thereto, prepared in accordance with generally accepted accounting principles GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Getty as of January 31, 1997 and (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) since such date January 31, 1997 which would not have an AIP a Material Adverse Effect.

SEC Documents. (a) AIP Price REIT has delivered or made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and Kimco each registration statement, report, proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1995, which are set forth on the effective date of the latest AIP Registration StatementPrice REIT Disclosure Letter, each in the form (including exhibits and any amendments thereto) filed with the SEC United States Securities and Exchange Commission (the "SEC") (collectively, the "AIP Price REIT Reports"). The AIP Price REIT Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP Price REIT under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"). 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Price REIT Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws, Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To AIP's actual acknowledge, each Each of the consolidated balance sheets of AIP Price REIT included in or incorporated by reference into the AIP Price REIT Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP Price REIT and the AIP its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of AIP Price REIT included in or incorporated by reference into the AIP Price REIT Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP Price REIT and the AIP 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), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q of the Securities Laws. (c) SEC. Except as and to the extent set forth on the consolidated balance sheet of AIP Price REIT and its Subsidiaries at March 31September 30, 1997, including all notes thereto, or as set forth in the AIP Price REIT Reports, neither AIP Price REIT nor any of the AIP its Subsidiaries has any material 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 AIP Price REIT or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently appliedapplied other than any such liabilities or obligations that, except liabilities arising individually or in the ordinary course of business since such date which aggregate, would not have an AIP a Price REIT Material Adverse Effect.

SEC Documents. (a) AIP Drilex has made available or will make available to RELP prior to July 31Bake▇ ▇▇▇h▇▇ ▇ ▇rue and complete copy of each report, 1997schedule, the registration statements of AIP statement and definitive proxy statement filed by Drilex with the SEC in connection with public offerings since May 9, 1996 and prior to the date of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto this Agreement (the "AIP Registration StatementsDrilex SEC Documents"), and each registration statement, report, proxy statement or information statement and ) which are all exhibits thereto prepared by it or relating the documents that Drilex was required to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed file with the SEC (collectively, the "AIP Reports")since such date. The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports (i) Drilex SEC Documents complied as to form in all material respects with the applicable requirements of the Securities LawsAct of 1933, as amended (the "Securities Act"), or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Drilex SEC Documents, and none of the Drilex 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. To AIP's actual acknowledge, each The financial statements of Drilex included in the Drilex SEC Documents complied as to form in all material respects with the published rules and regulations of the consolidated balance sheets of AIP included in or incorporated by reference into the AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of AIP included in or incorporated by reference into the AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP 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), in each case were prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X 8 15 of the Securities Laws. SEC) and fairly present in accordance with applicable requirements of GAAP (csubject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of Drilex and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Drilex and its consolidated Subsidiaries for the periods presented therein. Except as disclosed in the Drilex SEC Documents or in Schedule 3.1(d), there are no agreements, arrangements or understandings between Drilex and any party who is at the date of this Agreement or was at any time prior to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March date hereof but after December 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any 1996 an Affiliate of the AIP Subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) Drilex that would be are required to be reflected on, or reserved against in, a balance sheet of AIP or disclosed in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have an AIP Material Adverse EffectDrilex SEC Documents.

SEC Documents. (a) AIP has Wats▇▇ ▇▇▇ delivered or made available or will make available to RELP prior to July 31, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and Company each registration statement, report, proxy statement or information statement and all exhibits thereto (as defined in Regulation 14C under the Exchange Act) prepared by it or relating to its properties since the effective date January 1, 1997, which reports constitute all of the latest AIP Registration Statementdocuments required to be filed by Wats▇▇ ▇▇▇h the Securities and Exchange Commission ("SEC") since such date, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP ReportsWats▇▇ ▇▇▇orts"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by AIP under the Securities Laws. 13 (b) To AIP's actual knowledge, as As of their respective dates, the AIP Reports Wats▇▇ ▇▇▇orts and any Wats▇▇ ▇▇▇orts filed after the date hereof and prior to the Effective Time (ia) complied as to form in all material respects with the applicable requirements of the Securities LawsAct or the Exchange Act, as the case may be, and the rules and regulations thereunder; and (iib) 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. To AIP's actual acknowledgeWats▇▇ ▇▇▇ timely filed with the SEC all reports required to be filed under Sections 13, each 14 and 15(d) of the Exchange Act since January 1, 1997. Each of the consolidated balance sheets of AIP included Wats▇▇ ▇▇▇luded in or incorporated by reference into the AIP Reports Wats▇▇ ▇▇▇orts (including the related notes and schedules) fairly presents present in all material respects the consolidated financial position of AIP and the AIP Wats▇▇ ▇▇▇ its Subsidiaries as of its date (subject, in the case of unaudited statements, to normal year-end audit adjustments which are not reasonably expected to be material in amount or effect), and each of the consolidated statements of income, retained earnings and cash flows of AIP included Wats▇▇ ▇▇▇luded in or incorporated by reference into the AIP Reports Wats▇▇ ▇▇▇orts (including any related notes and schedules) fairly presents present in all material respects the results of operations, retained earnings or cash flows, as the case may be, of AIP and the AIP Wats▇▇ ▇▇▇ its 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 expected to be material in amount or effect). The financial statements of Wats▇▇, ▇▇cluding the notes thereto, included in each case or incorporated by reference into the Wats▇▇ ▇▇▇orts 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 generally accepted accounting principles consistently applied during the periods involved, ("GAAP") (except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of the AIP Subsidiaries has any material 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 AIP or indicated in the notes thereto). Since January 1, prepared 1997, there has been no material change in accordance with generally accepted accounting Wats▇▇'▇ ▇▇▇ounting methods or principles consistently applied, except liabilities arising as described in the ordinary course of business since notes to such date which would not have an AIP Material Adverse EffectWats▇▇ ▇▇▇ancial statements.