Common use of SEC Reports and Financial Statements Clause in Contracts

SEC Reports and Financial Statements. (a) GRLC is current in all forms, reports and documents required to be filed by GRLC with the Securities and Exchange Commission (the "SEC"). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: the SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, or omit to state a material fact, required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC The Company has filed with the SEC true and complete copies of the Company SEC Documents. The Company and each Company Subsidiary which is current in all forms, reports and documents required to be filed by GRLC file reports pursuant to Section 12 or 15(d) of the Exchange Act is in compliance with the Securities and provisions of Section 13(b) of the Exchange Commission (Act. As of their respective dates or, if amended, as of the "SEC"). All date of the last such required forms, reports and documents (including those that GRLC may file subsequent amendment filed prior to the date hereof, are referred to herein as the "Company SEC Reports." As of their respective filing dates: the SEC Reports Documents, including, without limitation, any financial statements or schedules included therein (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii1) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading and (2) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary None of the Company Subsidiaries is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including. The Company Financial Statements have been prepared from, and are in accordance with, in each case, any related notes thereto) contained in the SEC Reports (books and records of the "GRLC Financial Statements")Company and its consolidated Subsidiaries, including each SEC Report filed after and comply, as of their respective dates of filing with the date hereof until the Closing (i) complied as to form SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with U.S. GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the periods indicated (subjectexcept, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet for the absence of GRLC contained in GRLC's Annual Report on certain financial footnotes as permitted by Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date QSB of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth SEC) applied on a balance sheet consistent basis during the period involved (absolute, accrued, contingent or otherwise) which is, individually or except as may be stated in the aggregate, material to notes thereto) and fairly present the business, consolidated financial position and the consolidated results of operations or and cash flows (and changes in financial condition of GRLC and the Subsidiariesposition, taken as a whole, except for liabilities incurred since the date if any) of the GRLC Balance Sheet Company and its consolidated Subsidiaries as of the times and for the periods referred to therein, subject, with respect to interim unaudited financial statements, to normal and recurring year-end adjustments that are not reasonably likely to be material in the ordinary and usual course of business consistent with past practicesamount.

SEC Reports and Financial Statements. (a) GRLC is current in all forms, reports and documents required Purchaser provided to be filed the Seller prior to the execution of this Agreement by GRLC with direction to the E▇▇▇▇ website maintained by the United States Securities and Exchange Commission (the "“SEC"”) a true and complete copy of each form, report, schedule, registration statement, definitive proxy or information statement and other document (together with all amendments thereof and supplements thereto) filed or required to be filed by Purchaser or any of its Subsidiaries with the SEC since January 1, 2011 (as these documents have since the time of their filing been amended or supplemented, the “Purchaser SEC Reports”). All such required forms, Purchaser did not file any reports and documents (including those that GRLC may file subsequent to with the date hereof, are referred to herein SEC except as set forth on the "SEC Reports." SEC’s E▇▇▇▇ website. As of their respective filing dates: , the Purchaser SEC Reports (i) complied as to form in all material respects with the all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, any related notes the notes, if any, thereto) contained included in the Purchaser SEC Reports (the "GRLC “Purchaser Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was , were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orand except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to Purchaser taken as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iiia whole) fairly presented the consolidated financial position of GRLC and the Subsidiaries Purchaser as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the respective periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheetthen ended." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. The Company delivered or has made available to Parent prior to the execution of this Agreement a true, correct and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) GRLC is current in filed by the Company or any of its Subsidiaries with the SEC since December 31, 1998 (as such documents have since the time of their filing been amended or supplemented, the "Company SEC Reports"), which are all forms, reports the documents that the Company and documents its Subsidiaries were required to be filed by GRLC file with the Securities and Exchange Commission (the "SEC")SEC since such date. All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: , the Company SEC Reports and any Company SEC Reports filed prior to the Effective Time (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, any related notes the notes, if any, thereto) contained included in the Company SEC Reports filed prior to the Effective Time (the "GRLC Company Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was , were in accordance with the books and records of the Company and its Subsidiaries, were prepared in accordance with GAAP U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orand except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, as may be permitted by to normal, recurring year-end audit adjustments (which are not individually or in the SEC on Form 10-QSB under the Exchange Actaggregate, material); and (iii) fairly presented the consolidated assets, liabilities and financial position of GRLC the Company and the its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows and changes in financial position for the respective periods indicated (subject, then ended. Each Subsidiary of the Company is treated as a consolidated Subsidiary of the Company in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB Company Financial Statements for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheetall periods covered thereby." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC is current in all formsA true and complete copy of each annual, reports quarterly and documents required to be other report, registration statement, and definitive proxy statement filed by GRLC Buyer with the Securities SEC since January 1, 2016 and Exchange Commission (the "SEC"). All such required forms, reports and documents (including those that GRLC may file subsequent prior to the date hereofof this Agreement hereof (the “Buyer SEC Documents”) is available on the website maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, are referred to herein as other than portions in respect of which confidential treatment was granted by the "SEC Reports." SEC. As of their respective filing dates: , the Buyer SEC Reports (i) Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Reports; andDocuments, (ii) did not at and none of the time they were filed (or if amended or superseded by a Buyer SEC Documents contained on their filing prior to the date of this Agreement, then on the date of such filing) contain dates any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required , except to file any forms, reports or other documents with the SECextent corrected by a subsequently filed Buyer SEC Document. (b) Each of the consolidated The financial statements (including, in each case, any related notes thereto) contained of Buyer included in the Buyer SEC Reports Documents (the "GRLC “Buyer Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was , were prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case for any preparation of unaudited statements, as may be permitted by the SEC on Form 10non-QSB under the Exchange Act); GAAP measures) and (iii) fairly presented the consolidated financial position of GRLC Buyer and the Subsidiaries its consolidated subsidiaries as at of the respective dates thereof (or, if amended, complied as of the date reflected in such amendment) and the consolidated results of GRLC's Buyer’s operations and cash flows for the periods indicated (subjectsubject to, in the case of unaudited financial statements, to normal and recurring year-end audit adjustments). The balance sheet of GRLC contained supporting schedules, if any, present fairly in GRLC's Annual Report on Form 10-KSB for all material respects in accordance with GAAP the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability information required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesstated therein.

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule, registration statement and documents required to be definitive proxy statement filed by GRLC AIMCO with the Securities SEC since June 30, 1995, and Exchange Commission prior to the date hereof (the "SEC"). All as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as the "AIMCO SEC Reports." As REPORTS"), as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder. None of the SEC thereunder applicable to such AIMCO SEC Reports; and, (ii) did not at the time they were filed (as of their respective dates, contained or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contains any untrue statement of a material fact, fact or omit omits to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The consolidated financial statements (including, of AIMCO and its subsidiaries included in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) fairly presented the consolidated financial position of GRLC AIMCO and the Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments)then ended. The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended Since December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements1996, since the date neither AIMCO nor any of the GRLC Balance Sheet, GRLC its subsidiaries has not incurred any liability required under GAAP to be set forth on a balance sheet liabilities or obligations (whether absolute, accrued, contingent fixed, contingent, liquidated, unliquidated or otherwiseotherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which isare reflected on the consolidated balance sheet of AIMCO and its subsidiaries as at December 31, 1996 (including the notes thereto) or (b) which (i) were incurred in the ordinary course of business after December 31, 1996 and consistent with past practices, (ii) are disclosed in the AIMCO SEC Reports filed after December 31, 1996, or (iii) would not, individually or in the aggregate, material have a Material Adverse Effect on AIMCO. Since August 14, 1995, AIMCO has timely filed with the SEC all forms, reports and other documents required to be filed prior to the businessdate hereof, results and no subsidiary of operations AIMCO has filed, or financial condition of GRLC been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and the Subsidiariesregulations thereunder. Since December 31, taken as a whole1996, except for liabilities incurred since the date there has been no change in any of the GRLC Balance Sheet in the ordinary and usual course significant accounting (including tax accounting) policies, practices or procedures of business consistent with past practicesAIMCO or any subsidiary of AIMCO.

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule, registration statement and documents required to be definitive proxy statement filed by GRLC NHP with the Securities SEC since August 14, 1995 and Exchange Commission prior to the date hereof (the "SEC"). All as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as the "NHP SEC Reports." As REPORTS"), as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder. None of the SEC thereunder applicable to such NHP SEC Reports; and, (ii) did not at the time they were filed (as of their respective dates, contained or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contains any untrue statement of a material fact, fact or omit omits to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. No Subsidiary is required NHP has made available to file any formsAIMCO true, reports or other documents with the SEC. (b) Each accurate and complete copies of all of the NHP SEC Reports. The consolidated financial statements (including, of NHP and its subsidiaries included in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) fairly presented the consolidated financial position of GRLC NHP and the Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments)then ended. The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended Since December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements1996, since the date neither NHP nor any of the GRLC Balance Sheet, GRLC its subsidiaries has not incurred any liability required under GAAP to be set forth on a balance sheet liabilities or obligations (whether absolute, accrued, contingent fixed, contingent, liquidated, unliquidated or otherwiseotherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which isare reflected on the consolidated balance sheet of NHP and its subsidiaries as at December 31, 1996 (including the notes thereto) or (b) which (i) were incurred in the ordinary course of business after December 31, 1996 and consistent with past practices, (ii) are disclosed in the NHP SEC Reports filed after December 31, 1996, (iii) would not, individually or in the aggregate, material have a Material Adverse Effect on NHP, or (iv) were incurred by the Mortgage Subsidiary or one of its wholly owned subsidiaries and with respect to which neither NHP nor any of its other subsidiaries will have any liability or obligation as of the Effective Time. Since August 14, 1995, NHP has timely filed with the SEC all forms, reports and other documents required to be filed prior to the businessdate hereof, results and no subsidiary of operations NHP has filed, or financial condition of GRLC been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and the Subsidiariesregulations thereunder. Since December 31, taken as a whole1996, except for liabilities incurred since the date there has been no change in any of the GRLC Balance Sheet in the ordinary and usual course significant accounting (including tax accounting) policies, practices or procedures of business consistent with past practicesNHP or any subsidiary of NHP.

SEC Reports and Financial Statements. (a) GRLC is current in all forms, reports and documents required to be Noble has filed by GRLC with the Securities and Exchange Commission (the "“SEC"”). All such required , and there are posted on the SEC’s ▇▇▇▇▇ website, true and complete copies of, all forms, reports and other documents (including those that GRLC may file subsequent required to the date hereofbe filed by Noble since January 1, are referred to herein as the "SEC Reports." As of their respective filing dates: the SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or 2004 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”). (Such documents, as amended since the case may betime of their filing, and are collectively referred to in this Agreement as the rules and regulations of “Noble SEC Documents.”) The Noble SEC Documents, at the SEC thereunder applicable to such SEC Reports; andtime filed, (iia) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. misleading and (b) Each complied in all material respects with the applicable requirements of the Exchange Act; provided, however, that the preceding representations and warranties do not apply to any information in any Noble SEC Document provided by, or at the direction of, Arcelor or any of Arcelor’s Affiliates or their officers or employees. The consolidated financial statements (including, in each case, any related notes thereto) contained of Noble included in the Noble SEC Reports Documents (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (ia) complied 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; , (iib) was have been prepared in accordance with GAAP US Accounting Principles during the period involved (except as may be is indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) and (iiic) fairly presented present (subject, in the case of the unaudited statements, to normal year-end audit adjustments) in all material respects the consolidated financial position of GRLC Noble and the Subsidiaries its consolidated subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows flow for the periods indicated (subject, then ended. Except as set forth in the case of unaudited financial statementsstatements included (or incorporated by reference) in the Noble SEC Documents (including the notes thereto), to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB and except for the fiscal year ended December 31, 2001 is hereinafter referred to as liabilities and obligations incurred in the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, ordinary course of business consistent with past practice since the date of the GRLC Balance Sheetmost recent such financial statements, GRLC has not incurred there are no material liabilities or obligations of any liability nature required under GAAP by US Accounting Principles to be set forth on a consolidated balance sheet (absolute, accrued, contingent or otherwise) which is, individually of Noble and its subsidiaries or in the aggregate, material notes thereto. Except as disclosed in Section 6.7 of the Noble Disclosure Document or in notes to the business, results of operations financial statements included (or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet incorporated by reference) in the ordinary Noble SEC Documents, neither Noble nor any of its Affiliates is subject to any material contingent liability that would not be so required to be set forth on a consolidated balance sheet of Noble and usual course of business consistent with past practicesits subsidiaries or in the notes thereto.

SEC Reports and Financial Statements. (a) GRLC is current in all formsTo such Seller's knowledge, reports each form, report, schedule, registration statement and documents required to be definitive proxy statement filed by GRLC NHP with the Securities SEC since August 14, 1995 and Exchange Commission prior to the date hereof (the "SEC"). All as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as the "NHP SEC Reports." As REPORTS"), as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder. To such Seller's knowledge, none of the SEC thereunder applicable to such NHP SEC Reports; and, (ii) did not at the time they were filed (as of their respective dates, contained or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contains any untrue statement of a material fact, fact or omit omits to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. No Subsidiary is required To such Seller's knowledge, the Sellers have made available to file any formsAIMCO true, reports or other documents with the SEC. (b) Each accurate and complete copies of all of the NHP SEC Reports. The consolidated financial statements (including, of NHP and its subsidiaries included in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) fairly presented the consolidated financial position of GRLC NHP and the Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subjectthen ended. To such Seller's knowledge, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended since December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements1996, since the date neither NHP nor any of the GRLC Balance Sheet, GRLC its subsidiaries has not incurred any liability required under GAAP to be set forth on a balance sheet liabilities or obligations (whether absolute, accrued, contingent fixed, contingent, liquidated, unliquidated or otherwiseotherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which isare reflected on the consolidated balance sheet of NHP and its subsidiaries as at December 31, 1996 (including the notes thereto) or (b) which (i) were incurred in the ordinary course of business after December 31, 1996 and consistent with past practices, (ii) are disclosed in the NHP SEC Reports filed after December 31, 1996, or (iii) would not, individually or in the aggregate, material have a Material Adverse Effect on NHP. To such Seller's knowledge, since August 14, 1995, NHP has timely filed with the SEC all forms, reports and other documents required to be filed prior to the businessdate hereof, results and no subsidiary of operations NHP has filed, or financial condition of GRLC been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and the Subsidiariesregulations thereunder. To such Seller's knowledge, taken as a wholesince December 31, except for liabilities incurred since the date 1996, there has been no change in any of the GRLC Balance Sheet in the ordinary and usual course significant accounting (including tax accounting) policies, practices or procedures of business consistent with past practicesNHP or any subsidiary of NHP.

SEC Reports and Financial Statements. (a) GRLC is current Except as set forth in all forms, reports any annual and documents required to be quarterly report or registration statement filed by GRLC Acquiror with the Securities SEC since December 31, 2012 and Exchange Commission prior to the Agreement Date (the "SEC"“Acquiror SEC Documents”). All such required forms, reports and documents (including those that GRLC may file subsequent the Acquiror SEC Documents complied as to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: the SEC Reports (i) complied form in all material respects with the requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Acquiror SEC Reports; andDocuments, (ii) did not at and none of the time they were filed (or if amended or superseded by a Acquiror SEC Documents contained on their filing prior to the date of this Agreement, then on the date of such filing) contain dates any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required , except to file any forms, reports or other documents with the SECextent corrected by a subsequently filed Acquiror SEC Document. (b) Each of Except as set forth in the consolidated Acquiror SEC Documents, the financial statements (includingof Acquiror, in each case, any related including the notes thereto) contained , included in the Acquiror SEC Reports Documents (the "GRLC “Acquiror Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was thereto as of their respective dates, were prepared in accordance with GAAP (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as may be permitted by the SEC on under Form 10-QSB Q or Form 10-K under the Exchange Act); ) and (iii) fairly presented in all material respects the consolidated financial position of GRLC Acquiror and the Subsidiaries its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of GRLC's Acquiror’s operations and cash flows for the periods indicated (subjectsubject to, in the case of unaudited financial statements, to normal and recurring year-end audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended Since December 31, 2001 is hereinafter referred 2013, there has been no material change in Acquiror’s accounting policies except as described in the notes to as the "GRLC Balance Sheet." Except as disclosed in GRLC Acquiror Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. The Company delivered to each Purchaser prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) GRLC is current in all forms, reports and documents required to be filed by GRLC the Company or any of its Subsidiaries with the Securities and Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"). All , and the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act") since December 31, 1996 (as such required formsdocuments have since the time of their filing been amended or supplemented, reports and the "Company SEC Reports"), which are all the documents (including those other than preliminary material) that GRLC may the Company and its Subsidiaries were required to file subsequent to with the date hereof, are referred to herein as the "SEC Reports." since such date. As of their respective filing dates: , the Company SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, any related notes the notes, if any, thereto) contained included in the Company SEC Reports (the "GRLC Company Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was , were prepared in accordance with GAAP (GAAP, except as may be indicated therein or in the notes thereto orand except with respect to unaudited statements as permitted by Form 10-Q of the SEC, and, as of the respective dates thereof, fairly presented (subject, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10to year-QSB under the Exchange Act); and (iiiend audit adjustments) fairly presented the consolidated financial position of GRLC the Company and the Subsidiaries its consolidated subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the respective periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheetthen ended." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC is current in Since January 1, 2014, the Company has timely filed or otherwise furnished (as applicable) with the SEC all forms, reports reports, schedules, registration statements, definitive proxy statements and other documents (collectively, including all exhibits thereto, the “Company SEC Reports”) required to be filed or furnished by GRLC the Company with the Securities and Exchange Commission (the "SEC"). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: , and giving effect to any amendments or supplements thereto filed prior to the Agreement Date, the Company SEC Reports (i) complied in all material respects as to form with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports; , and, except to the extent that information contained in such Company SEC Report has been revised, amended, modified or superseded (iiprior to the Agreement Date) did not at by a later filed Company SEC Report, none of the time they were Company SEC Reports when filed or furnished (or or, if amended or superseded by a filing prior to the date of this AgreementAgreement Date, then on the date of such amended or superseded filing) contain contained any untrue statement of a material fact, fact or omit omitted to state a any material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECSEC pursuant to Section 13 or 15 of the Exchange Act. (b) Each The consolidated balance sheets and the related consolidated statements of the consolidated financial statements income, stockholders’ equity and cash flows (including, in each case, any related notes and schedules thereto) of the Company and the Company Subsidiaries contained in the Company SEC Reports (collectively, the "GRLC “Company Financial Statements"), including each SEC Report filed after the date hereof until the Closing ”) (i) complied comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto; , (ii) was have been prepared in accordance conformity with GAAP United States generally accepted accounting principles (except as may be indicated in the notes thereto or“GAAP”) (except, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) applied on a consistent basis during the periods involved (except as otherwise noted therein or to the extent required by GAAP) and (iii) present fairly presented in all material respects the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods indicated presented therein (subject, in the case of unaudited financial statements, to normal audit year-end adjustments). The balance sheet of GRLC contained in GRLC's Annual Report . (c) With respect to each annual report on Form 10-KSB for K, each quarterly report on Form 10-Q and each amendment of any such report included in the fiscal year ended December 31Company SEC Reports filed since January 1, 2001 is hereinafter referred to as 2014, the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date principal executive officer and principal financial officer of the GRLC Balance SheetCompany (or each former principal executive officer and each former principal financial officer of the Company) have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, GRLC has not incurred as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and any liability required under GAAP to be set forth on a balance sheet related rules and regulations promulgated by the SEC, and, at the time of filing or submission of each such certification, any such certification complied in all material respects with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (absoluted) As of the Agreement Date, accrued, contingent there are no outstanding or otherwise) which is, individually or unresolved comments in comment letters received from the aggregate, material SEC with respect to the business, results of operations or financial condition of GRLC and Company SEC Reports. To the Subsidiaries, taken as a whole, except for liabilities incurred since the date Knowledge of the GRLC Balance Sheet Company, (i) none of the Company SEC Reports is the subject of ongoing SEC review and (ii) there are no inquiries or investigations by the SEC or any Governmental Authority or any internal investigations pending or threatened, in each case regarding any accounting practices of the ordinary and usual course of business consistent with past practicesCompany or any Company Subsidiary.

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule, registration statement, proxy statement, information statement, exhibit and documents required to be any other document filed by GRLC Parent with the Securities and Exchange Commission SEC since January 1, 2005 (the "SEC"). All as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as the "“SEC Reports." As ”), as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "and Exchange Act"), as the case may be, and the rules and regulations . None of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date as of this Agreementtheir respective dates, then on the date of such filing) contain contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. No Subsidiary is All documents required to file have been filed as exhibits to any forms, reports or other documents with the SECSEC Report have been so filed. (b) Each of the The consolidated financial statements (including, of Parent included in each case, any related notes thereto) contained in the such SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied and any notes related thereto 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; (ii) was , have been prepared in accordance with United States GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under of the Exchange Act); SEC) and fairly present in all material respects (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) fairly presented the consolidated financial position of GRLC Parent and the Parent Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheetthen ended." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC is current in Since August 1, 1996, the Company has filed with the SEC all forms, reports reports, schedules, registration statements and documents definitive proxy statements (the "Company SEC Reports") required to be filed by GRLC the Company with the Securities and Exchange Commission (the "SEC"). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: , the Company SEC Reports (i) complied in all material respects with the requirements of the Securities `33 Act, the `34 Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Reports; and, (ii) did not at and none of the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain Company SEC Reports contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company Subsidiaries is required to file any forms, reports or other documents with the SECSEC pursuant to Section 12 or 15 of the `▇▇ ▇▇▇. (b) Each The Consolidated Balance Sheets and the related Consolidated Statements of the consolidated financial statements Operations, Consolidated Statements of Stockholders' Equity and Consolidated Statements of Cash Flow (including, in each case, any related notes and schedules thereto) (collectively, the "Company Financial Statements") of the Company contained in the Company SEC Reports (have been prepared from the "GRLC books and records of the Company and its consolidated subsidiaries, and the Company Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form Statements present fairly in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods indicated presented therein in conformity with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as otherwise noted therein, including the related notes, and subject, in the case of unaudited quarterly financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10year-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet end adjustments undertaken in the ordinary and usual course of business consistent with past practicesbusiness).

SEC Reports and Financial Statements. (a) GRLC is current in Since January 1, 1998, the Company has filed all forms, reports and documents required to be filed by GRLC ("SEC REPORTS") with the Securities and Exchange Commission (the "SEC"). All such ) required forms, reports and documents (including those that GRLC may file subsequent to be filed by it pursuant to the date hereof, are referred federal securities Laws and the SEC rules and regulations thereunder. Copies of all such SEC Reports have been made available to herein MergeCo or its affiliates by the Company. None of such SEC Reports (as the "SEC Reports." As of their respective filing dates: the SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited and unaudited consolidated financial statements (including, in each case, any related notes thereto) contained of the Company included in the SEC Reports (collectively, the "GRLC Financial StatementsFINANCIAL STATEMENTS"), including each SEC without limitation the financial statements included in the Annual Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations on Form 10-K of the SEC with respect thereto; Company for the year ended December 31, 1998 (ii) was the "FORM 10-K"), have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis (except as may be indicated otherwise stated in the notes thereto or, in the case of unaudited such financial statements, as may be permitted by including the SEC on Form 10-QSB under related notes) and fairly present the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC the Company and the its consolidated Subsidiaries as at of the respective dates thereof and the consolidated results of GRLC's their operations and cash flows changes in financial position for the periods indicated (then ended, subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed set forth in GRLC Financial Statementsthe SEC Reports, since at the date of the GRLC Balance Sheetmost recent audited financial statements of the Company included in the SEC Reports, GRLC neither the Company nor any of its Subsidiaries had, and since such date neither the Company nor any of such Subsidiaries has not incurred incurred, any liability required under GAAP to be set forth on a balance sheet liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise) which iswhich, individually or in the aggregate, material would be required to be disclosed in a balance sheet prepared in accordance with generally accepted accounting principles and would reasonably be expected to have a Material Adverse Effect on the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, Company except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business and consistent with past practicespractice and liabilities incurred in connection with the transactions contemplated by this Agreement.

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule, registration statement, proxy statement, information statement, exhibit and documents any other document, to the extent required to be filed in accordance with Applicable Law by GRLC RAI with the Securities and Exchange Commission (the "“SEC"). All ”) (as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as the "“SEC Reports." As ”), as of their its respective filing dates: the SEC Reports (i) date, has complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities and Exchange Act and was timely filed (except where a valid extension of 1934, as amended (the "Exchange Act"), as the case may be, filing date was filed and the rules and regulations applicable SEC Report was filed within the period permitted by such extension). None of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date as of this Agreementtheir respective dates, then on the date of such filing) contain contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required , except for such statements, if any, as have been modified or superseded by subsequent filings prior to file any forms, reports or other documents with the SECdate hereof. (b) Each of the The consolidated financial statements (including, of RAI included in each case, any related notes thereto) contained in the such SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied and any notes related thereto 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; (ii) was , have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under of the Exchange Act); SEC) and fairly present in all material respects (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year end adjustments none of which are or will be material in amount, individually or in the aggregate) fairly presented the consolidated financial position of GRLC RAI and the its Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated then ended. (subject, c) Neither RAI nor any of its Subsidiaries have any direct or indirect liabilities that were not fully and adequately reflected or reserved against on the balance sheet or described in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material notes to the businessaudited financial statements of RAI. Neither RAI nor any of its Subsidiaries has any Knowledge of any circumstance, results of operations condition, event or financial condition of GRLC and the Subsidiaries, arrangement that has taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesplace at any time that may hereafter give rise to any liabilities.

SEC Reports and Financial Statements. (a) GRLC is current in Parent has filed all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents required to be filed by GRLC it with the Securities and Exchange Commission SEC since January 1, 1998 (the "SEC"). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As "). No Subsidiary of Parent is required to file any registration statement, prospectus, report, schedule, form, statement or other document with the SEC. None of the SEC Reports, as of their respective filing dates: the SEC Reports dates (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) ), contained or will contain any untrue statement of a material fact, fact or omitted or will omit to state a material fact, fact required to be stated therein, or therein necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any including the related notes theretonotes) contained included in the SEC Reports presents fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Parent and its Subsidiaries on a consolidated basis as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been made and are not expected to be material in amount. All of such SEC Reports, as of their respective dates (the "GRLC Financial Statements"), including each SEC Report filed after and as of the date hereof until of any amendment to the Closing (irespective SEC Report) complied as to form in all material respects with the published applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheetpromulgated thereunder." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule, registration statement, proxy statement, information statement, exhibit and documents required to be any other document filed by GRLC the Parent with the Securities and Exchange Commission (the "“SEC"). All ”) since January 1, 1999 (as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as the "“SEC Reports." As ”), as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "and Exchange Act"), as the case may be, and the rules and regulations . None of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date as of this Agreementtheir respective dates, then on the date of such filing) contain contains any untrue statement of a material fact, fact or omit omits to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required , except for such statements, if any, as have been modified or superseded by subsequent filings prior to file any forms, reports or other documents with the SECdate hereof. (b) Each of the The consolidated financial statements (including, of the Parent included in each case, any related notes thereto) contained in the such SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied and any notes related thereto 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; (ii) was , have been prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under of the Exchange Act); SEC) and fairly present in all material respects (iiisubject, in the case of the unaudited interim financial statements, to normal, recurring year-end adjustments none of which are or will be material in amount, individually or in the aggregate) fairly presented the consolidated financial position of GRLC the Company and the Company Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated then ended. (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." c) Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a Schedule 4.6, neither the Parent nor any of the Parent Subsidiaries have any direct or indirect Liabilities that were not fully and adequately reflected or reserved against on the balance sheet (absolute, accrued, contingent or otherwise) which is, individually or described in the aggregate, material notes to the businessaudited financial statements of Parent. Except as set forth on Schedule 4.6, results neither the Parent nor any Parent Subsidiary has any Knowledge of operations any circumstance, condition, event or financial condition of GRLC and the Subsidiaries, taken as arrangement that may hereafter give rise to any Liabilities which are reasonably likely to have a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesParent Material Adverse Effect.

SEC Reports and Financial Statements. (a) GRLC is current in Tridex has filed with the SEC, and has heretofore made available to Shareholder, true and complete copies of all forms, reports reports, schedules, statements and other documents required to be filed by GRLC with it since December 31, 1996 under the Exchange Act or the Securities and Exchange Commission Act (the "SEC"). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereofreports, schedules, statements or schedules included therein, are referred to herein as the "Tridex SEC Reports." As of their respective filing dates: the SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities ActDocuments"). The Tridex SEC Documents, or at the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; andtime filed, (iia) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Except to the extent that information contained in any Tridex SEC Document has been revised or superseded by a subsequently filed Tridex Filed SEC Document (as defined in Section 7.3) (a copy of which has been made available to Shareholder prior to the date hereof), none of the Tridex SEC Documents contains an untrue statement of a material fact or omits to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (including, in each case, any related notes thereto) contained of Tridex included in the Tridex SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by the SEC on Form 10-QSB under Q) and fairly present (subject, in the Exchange Act); and (iiicase of the unaudited statements, to normal, recurring audit adjustments) fairly presented the consolidated financial position of GRLC Tridex and the Subsidiaries its consolidated subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheetthen ended." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC is current in NetSol has filed all required registration statements, prospectuses, reports, schedules, forms, reports statements and other documents required to be filed by GRLC it with the Securities and Exchange Commission SEC since June 10, 1997 (collectively, including all exhibits thereto, the "SEC"“NetSol SEC Reports”). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "None of NetSol’s SEC Reports." As , as of their respective filing dates: the SEC Reports dates (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) ), contained or will contain any untrue statement of a material fact, fact or omitted or will omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements (includingincluding the related notes) included in NetSol’s SEC Reports presents fairly, in each caseall material respects, any related notes theretothe consolidated financial position and consolidated results of operations and cash flows of NetSol and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles (“GAAP”) contained consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. All of such NetSol SEC Reports Reports, as of their respective dates (and as of the "GRLC Financial Statements"date of any amendment to the respective NetSol SEC Report), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Each Subsidiary of the SEC with respect thereto; (ii) was prepared in accordance with GAAP (except NetSol is treated as may be indicated a consolidated Subsidiary of NetSol in the notes thereto or, financial reports of NetSol included in the case of unaudited statements, as may be permitted by the NetSol’s SEC on Form 10-QSB under the Exchange Act); and Reports. (iiib) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial StatementsNetSol’s financial statements contained in NetSol’s SEC Reports, since the date or as disclosed in Section 5.5 of the GRLC Balance SheetNetSol Disclosure Schedule, GRLC neither NetSol nor any of its Subsidiaries has not incurred any liability obligations, liabilities or debts (whether accrued or fixed, or absolute or contingent, or unmatured, or determined or determinable), including without limitation those arising under law or any contract, arrangement or commitment or undertaking that are of a nature that would be required under GAAP to be set forth disclosed on a the consolidated balance sheet of NetSol and its consolidated Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other than (absolutei) liabilities incurred in the ordinary course of business consistent with past practices, accrued, contingent (ii) liabilities for Taxes (as defined in Section 5.11 or otherwise(iii) which isliabilities that, individually or in the aggregate, material would not reasonably be expected to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as have a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesMaterial Adverse Effect on NetSol.

SEC Reports and Financial Statements. (a) GRLC is current in The Parent has filed with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, reports reports, schedules, statements and other documents (other than preliminary materials) required to be filed by GRLC with it under the Securities Exchange Act from and Exchange Commission after January 1, 2005 (the "SEC"). All such required forms, reports reports, schedules, statements and documents (other documents, including those that GRLC may file subsequent to the date hereofany financial statements or schedules included therein, are referred to herein as the "Parent SEC Reports." As of their respective filing dates: the SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities ActDocuments"). The Parent SEC Documents, or at the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; andtime filed, (iia) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. and (b) Each complied in all material respects with the applicable requirements of the consolidated Exchange Act and the applicable rules and regulations of the SEC thereunder (and to the extent applicable, the PCAOB). The financial statements (including, in each case, any related notes thereto) contained of the Parent included in the Parent SEC Reports Documents (the "GRLC Parent Financial Statements"), including each SEC Report filed after heretofore delivered to the date hereof until Company, as of the Closing (i) complied dates thereof comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC and the PCAOB with respect thereto; (ii) was , have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by the SEC on Form Rule 10-QSB under 01 of Regulation S-X promulgated by the Exchange Act); SEC) and fairly present (iiisubject, in the case of the unaudited statements, to normal, recurring audit adjustments, none of which will be material) fairly presented the consolidated financial position of GRLC the Parent and the its consolidated Parent Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments)then ended. The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date None of the GRLC Balance SheetParent Subsidiaries is required to file any forms, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolutereports, accruedschedules, contingent statements or otherwise) which is, individually or in other documents with the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesSEC.

SEC Reports and Financial Statements. (a) GRLC is current in Parent has timely filed all forms, reports reports, schedules and documents statements, including any exhibits thereto, required to be filed by GRLC it with the SEC under the Securities and Act or Exchange Commission Act, respectively, since January 1, 2018, together with any amendments, restatements, or supplements thereto (collectively, the "SEC"“Parent SEC Documents”). All such required formsA true and complete copy of each Parent SEC Document is available on the website maintained by the SEC at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇, reports and documents (including those that GRLC may file subsequent to other than portions in respect of which confidential treatment was granted by the date hereof, are referred to herein as the "SEC Reports." SEC. As of their respective filing dates: , the Parent SEC Reports (i) Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (and the "Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, or omit to state a material fact, required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SECDocuments. (b) Each of the consolidated The financial statements (including, in each case, any related notes thereto) contained of Parent included in the Parent SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) Documents complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was , were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto thereto, except in the case of pro forma statements, or, in the case of unaudited financial statements, except as may be permitted by the SEC on under Form 10-QSB Q under the Exchange Act); ) and (iii) Regulation S-X and Regulation S-K, as applicable, and fairly presented in all material respects the consolidated financial position of GRLC Parent and the Subsidiaries its consolidated subsidiaries as at of the respective dates thereof and the consolidated results of GRLC's Parent’s operations and cash flows for the periods indicated (subjectsubject to, in the case of unaudited financial statements, to normal and recurring year-end audit adjustments). The balance sheet . (c) To the knowledge of GRLC contained Parent, no employee of Parent is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any applicable Legal Requirement, which, if determined or resolved adversely in GRLC's Annual Report on Form 10-KSB for accordance with the fiscal year ended December 31such employee’s assertions, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which iswould, individually or in the aggregate, reasonably be expected to be material to the business, results business of operations or financial condition of GRLC Parent and the SubsidiariesMerger Subs, taken as a whole, except for liabilities incurred since or may prevent, enjoin or materially delay the date consummation by Parent or Merger Subs of the GRLC Balance Sheet in transactions contemplated by, or the ordinary performance by Parent or Merger Sub of their respective obligations under, this Agreement and usual course of business consistent with past practicesthe Related Agreements.

SEC Reports and Financial Statements. (a) GRLC is current in The Company has filed with the SEC all forms, reports reports, schedules, registration statements and definitive proxy statements (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "SEC REPORTS") required to be filed by GRLC the Company with the Securities and Exchange Commission SEC since December 31, 1995. Other than American Media Operations, Inc. (the "SECOPERATIONS"), no subsidiary of the Company is required to file any form, report, schedule, registration statement or proxy statement with the SEC. All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: , the SEC Reports (i) complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may beamended, and the rules and regulations of the SEC promulgated thereunder applicable applicable, as the case may be, to such SEC Reports; and, (ii) did not at and none of the time they were filed (or if amended or superseded by a filing prior to the date of this AgreementSEC Reports, then on the date of such filing) contain when filed, contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the audited and unaudited consolidated financial statements of the Company (including, in each case, including any related notes and schedules, if any, thereto) contained included in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied complies as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, represents fairly, in the case of unaudited statementsall material respects, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows of the Company and its consolidated subsidiaries as of the dates or for the periods indicated presented therein and has been prepared in conformity with United States generally accepted accounting principles (subject"GAAP") applied on a consistent basis during the periods involved except as otherwise noted therein, including in the case of unaudited financial statements, to normal audit adjustments)notes thereto. The Except as set forth in the consolidated balance sheet of GRLC contained the Company at September 28, 1998, included in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31SEC Reports, 2001 is hereinafter referred to as of such date, neither the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date Company nor any of the GRLC Balance Sheet, GRLC its subsidiaries has not incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise) that (i) is required under by GAAP to be reflected on a consolidated balance sheet of the Company as of such date, and (ii) individually or in the aggregate, reasonably could be expected to have a Material Adverse Effect on the Company. Except as set forth on a in the consolidated balance sheet of the Company at September 30, 1998, included in the SEC Reports, neither the Company nor any of its subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, accrued, contingent or otherwise) which iswould be required by GAAP to be reflected on a consolidated balance sheet of the Company, except for liabilities or obligations (i) incurred in the ordinary course of business since September 28, 1998, or (ii) which could not, individually or in the aggregate, material reasonably be expected to have a Material Adverse Effect. As of January 31, 1999, the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date aggregate Funded Debt of the GRLC Balance Sheet in the ordinary Company and usual course of business consistent with past practicesits subsidiaries was less than $483 million.

SEC Reports and Financial Statements. (a) GRLC is current in Parent has timely filed with, or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, forms, reports statements and other documents required to be filed by GRLC Parent since January 1, 2013 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the Securities and Exchange Commission (the "SEC"“Parent SEC Documents”). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: , or if amended, as of the date of the last such amendment, the Parent SEC Reports Documents (i) complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules Sarbanes Act (to the extent then applicable) and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Subsidiaries of Parent has filed since January 1, 2013 or is required to file any registration statements, prospectuses, reports, forms, reports statements or other documents with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Parent SEC Reports (the "GRLC Financial Statements")Documents, including each SEC Report filed after the date hereof until the Closing (i) complied complied, as to form 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) was prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB Q under the Exchange Act); ) and (iii) fairly presented in all material respects the consolidated financial position of GRLC and the Subsidiaries Parent Companies as at of the respective dates thereof and the consolidated results of GRLC's the Parent Companies’ operations and cash flows for the periods indicated (subjectindicated, except, in the case of each of clauses (ii) and (iii), that the unaudited interim financial statements, statements were or will be subject to normal audit and recurring year-end and quarter-end adjustments). The balance sheet , which, in the case of GRLC contained in GRLC's Annual Report on Form 10-KSB Parent SEC Documents for the current fiscal year ended December 31of Parent, 2001 are not expected to result in a Parent Material Adverse Effect. (c) Each of the principal executive officer of Parent and the principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act or Sections 302 and 906 of the Sarbanes Act and the rules and regulations of the SEC promulgated thereunder with respect to the Parent SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes Act. (d) Parent has established and maintains disclosure controls and procedures (within the meaning of Rules 13a-15 and 15d-15(e) of the Exchange Act) that are designed to ensure that all information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is hereinafter referred communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the Parent SEC Documents. Based on Parent’s management’s most recently completed evaluation of Parent’s internal control over financial reporting prior to the date of the GRLC Balance Sheetthis Agreement, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent A) Parent had no significant deficiencies or otherwise) which is, individually or material weaknesses in the aggregatedesign or operation of its internal controls over financial reporting that would reasonably be expected to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial data and (B) Parent does not have Knowledge of 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. (e) Parent is in compliance in all material to respects with the business, results of operations or financial condition of GRLC applicable listing and the Subsidiaries, taken as a whole, except for liabilities incurred since the date corporate governance rules and regulations of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesNASDAQ.

SEC Reports and Financial Statements. (a) GRLC is current in Company has filed all forms, reports reports, statements and documents required to be filed by GRLC schedules and made all other filings (the “SEC Reports”) with the United States Securities and Exchange Commission (the "“SEC")”) required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder since February 28, 2005. All such required The SEC Reports, as well as all forms, reports reports, statements, schedules and other documents (including those that GRLC may file subsequent to be filed by Company with the SEC after the date hereof and prior to the date hereof, are referred to herein as Effective Time (the "“Future SEC Reports." As of their respective filing dates: the SEC Reports ”) (i) complied were prepared in all material respects in accordance with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the published rules and regulations of the SEC thereunder thereunder, as applicable to such SEC Reports; and, Reports and such later filed Future SEC Reports and (ii) did not at and will not as of the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were and will be made, not misleading. No AVP Subsidiary is required subject to file any forms, reports or other documents with the SECperiodic reporting requirements of the Exchange Act. (b) Set forth in Section 3.07(b) of the Company Disclosure Schedule are copies of Company’s audited, consolidated balance sheet as of December 31, 2006 and statements of income and cash flows for the twelve (12) month period ended December 31, 2006 (collectively, the “Financial Statements”). Each of the Financial Statements and the consolidated financial statements (including, in each case, any related notes thereto) contained of Company included in the SEC Reports (the "GRLC Financial Statements"), including each or any Future SEC Report filed after has been, and in the date hereof until the Closing (i) complied as to form case of any Future SEC Report will be, prepared in all material respects in accordance with the published rules and regulations of the SEC with respect thereto; (iiincluding Regulation S-X) was prepared and in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated (“GAAP”) (except as may be indicated otherwise stated in such financial statements, including the notes thereto related notes, or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form under Forms 10-QSB QSB, 8-K or any successor forms under the Exchange Act); , except as otherwise specifically set forth in Section 3.07(b) of the Company Disclosure Schedule, and (iii) each fairly presented presents the consolidated financial position position, results of GRLC operations and the cash flows of Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the respective periods indicated therein, except as otherwise set forth in the notes thereto (subject, in the case of unaudited financial statements, to the absence of complete footnote disclosure and to normal audit and recurring quarterly and year-end adjustments). The balance sheet , none of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which iswhich, individually or in the aggregateaggregate is, material or is reasonably expected to be, material). Except as set forth in Section 3.07(b) of the businessCompany Disclosure Schedule, results neither Company nor any AVP Subsidiary have any outstanding Indebtedness (as defined in the following sentence). For purposes of operations or financial condition of GRLC and the Subsidiariesthis Agreement, taken as “Indebtedness” shall mean, with respect to any Person at a wholeparticular time and, in each case, except between or among Company and any AVP Subsidiary, (i) any obligation for liabilities borrowed money or issued in substitution for or exchange of indebtedness for borrowed money, (ii) any obligation evidenced by any note, bond, debenture or other debt security, (iii) any obligation for the deferred purchase price of property or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise (other than trade payables and other current Liabilities (incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicespractice), (iv) any commitment by which such Person assures a creditor against loss (including, without limitation, contingent reimbursement obligations with respect to letters of credit), (v) any obligation guaranteed in any manner by such Person (including, without limitation, guarantees in the form of an agreement to repurchase or reimburse), (vi) any obligations under capitalized or synthetic leases with respect to which such Person is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations such Person assures a creditor against loss, (vii) any obligation secured by a Lien (other than a Permitted Lien) on such Person’s assets, (viii) any Liability under any deferred compensation plans, which Liability is payable or becomes due as a result of the transactions contemplated herein, and (ix) any fees, penalties, premiums or accrued and unpaid interest with respect to the foregoing (in the case of prepayments or otherwise) that would become due or payable as a result of the consummation of the Transactions. There are no obligations under any letters of credit in effect as of the date hereof in excess of the amounts set forth in Section 3.07(b) of the Company Disclosure Schedule and any such obligations subsequent to the date hereof were entered into in the ordinary course of business in compliance with Article 5.

SEC Reports and Financial Statements. JEI delivered to CRC prior to the execution of this Agreement a true, correct, and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) GRLC is current in filed by JEI or any of the JEI Subsidiaries with the SEC since January 1, 1996 (as such documents have since the time of their filing been amended or supplemented, the "JEI SEC Reports"), which are all forms, reports the documents (other than preliminary material) that JEI and documents the JEI Subsidiaries were required to be filed by GRLC file with the Securities and Exchange Commission (the "SEC")SEC since such date. All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: , the JEI SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Reports; and, and (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, any related notes the notes, if any, thereto) contained included in the JEI SEC Reports (the "GRLC JEI Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was , were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orand except with respect to unaudited statements as permitted by Form 10-Q) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected to be, individually or in the aggregate, materially adverse to JEI and the JEI Subsidiaries taken as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iiia whole) fairly presented the consolidated financial position of GRLC JEI and the Subsidiaries its consolidated subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the respective periods indicated (subject, then ended. Each JEI Subsidiary is treated as a consolidated subsidiary of JEI in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB JEI Financial Statements for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheetall periods covered thereby." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule, registration statement and documents required to be definitive proxy statement filed by GRLC Patriot with the Securities SEC since December 31, 1995 and Exchange Commission prior to the date hereof (the "SEC"). All as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as collectively, the "Patriot SEC Reports." As "), as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder. None of the SEC thereunder applicable to such Patriot SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date as of this Agreementtheir respective dates, then on the date of such filing) contain contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The consolidated financial statements (including, of Patriot and its subsidiaries included in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form such reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) fairly presented the respective consolidated financial position of GRLC Patriot and its subsidiaries as of the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments)then ended. The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended Since December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements1995, since the date neither Patriot nor any of the GRLC Balance Sheet, GRLC its subsidiaries has not incurred any liability required under GAAP to be set forth on a balance sheet liabilities or obligations (whether absolute, accrued, contingent fixed, 19 contingent, liquidated, unliquidated or otherwiseotherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (i) which isare reflected on the unaudited balance sheet of Patriot and its subsidiaries, as of June 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after June 30, 1996 and are consistent with past practices, (B) are disclosed in the Patriot SEC Reports filed after June 30, 1996, or (C) would not, individually or in the aggregate, material to the businesshave a Patriot Material Adverse Effect. Since December 31, results of operations or financial condition of GRLC and the Subsidiaries1995, taken as a whole, except for liabilities incurred since the date there has been no change in any of the GRLC Balance Sheet in the ordinary and usual course significant accounting (including tax accounting) policies, practices or procedures of business consistent with past practicesPatriot or any material subsidiary.

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule and documents required to be registration statement filed by GRLC News Corp. with the Securities SEC since December 31, 1994 and Exchange Commission prior to the date hereof (the "SEC"). All as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as the "News Corp. SEC Reports." As "), as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder. None of the SEC thereunder applicable to such News Corp. SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date as of this Agreementtheir respective dates, then on the date of such filing) contain contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. No Subsidiary is required The consolidated financial statements of News Corp. and the News Corp. Subsidiaries included in such reports have been prepared in accordance with Australian generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and give a true and fair view (subject, in the case of the unaudited interim financial statements, to file any formsnormal, reports or other documents with the SEC. (byear-end audit adjustments) Each of the consolidated financial position of News Corp. and the News Corp. Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, and such financial statements (including, in each case, any related notes thereto) contained in and the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied reconciliations to United States generally accepted accounting principles 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; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended Since December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements1996, since the date neither News Corp. nor any of the GRLC Balance Sheet, GRLC News Corp. Subsidiaries has not incurred any liability required under GAAP to be set forth on a balance sheet liabilities or obligations (whether absolute, accrued, contingent fixed, contingent, liquidated, unliquidated or otherwiseotherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which isare reflected on the unaudited balance sheet of News Corp. and the News Corp. Subsidiaries as at December 31, 1996 (including the notes thereto), or (b) which (i) were incurred in the ordinary course of business after December 31, 1996 and consistent with past practices, (ii) are disclosed in the News Corp. SEC Reports filed after December 31, 1996 or (iii) would not, individually or in the aggregate, material to the businesshave a News Corp. Material Adverse Effect. Since December 31, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date 1996 there has been no change in any of the GRLC Balance Sheet in the ordinary and usual course significant accounting (including tax accounting) policies, practices or procedures of business consistent with past practices.News Corp.

SEC Reports and Financial Statements. (ai) GRLC is current in The Seller has timely filed or furnished (as applicable) all forms, documents and reports and documents required to be filed or furnished prior to the date of this Agreement by GRLC it with the Securities and Exchange Commission (“SEC”) from March 31, 2004 through the "SEC"date hereof (the “Seller SEC Documents”). All such required formsExcept as set forth in Section 4(f) of the Disclosure Schedule, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: , or, if amended, as of the date of the last such amendment, the Seller SEC Reports (i) Documents complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or and the Securities Exchange Act at the time they were filed (or, if amended at the time of 1934, as amended (the "Exchange Act"such amendment), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Seller SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain Documents contained any untrue statement of a material fact, fact or omit omitted to state a any material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (bii) Each of the The consolidated financial statements (including, in each case, any including all related notes theretoand schedules) contained of the Seller included in the Seller SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form Documents fairly present in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC the Seller and the Subsidiaries its consolidated Subsidiaries, as at the respective dates thereof thereof, and the consolidated results of GRLC's their operations and their consolidated cash flows for the respective periods indicated then ended (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments). The balance sheet of GRLC contained adjustments and to any other adjustments described therein, including the notes thereto) in GRLC's Annual Report on Form 10-KSB for conformity with United States generally accepted accounting principles (“GAAP”) (except, in the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date case of the GRLC Balance Sheetunaudited statements, GRLC has not incurred any liability required under GAAP to be set forth as permitted by the SEC) applied on a balance sheet consistent basis during the periods involved (absolute, accrued, contingent or otherwise) which is, individually except as may be indicated therein or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesnotes thereto).

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule, ------------------------------------ registration statement and documents required to be definitive proxy statement filed by GRLC Patriot with the Securities SEC since December 31, 1995 and Exchange Commission prior to the date hereof (the "SEC"). All as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as collectively, the "Patriot SEC Reports." As "), ------------------- as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder. None of the SEC thereunder applicable to such Patriot SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date as of this Agreementtheir respective dates, then on the date of such filing) contain contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The consolidated financial statements (including, of Patriot and its subsidiaries included in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form such reports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) fairly presented the respective consolidated financial position of GRLC Patriot and its subsidiaries as of the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments)then ended. The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended Since December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements1995, since the date neither Patriot nor any of the GRLC Balance Sheet, GRLC its subsidiaries has not incurred any liability required under GAAP to be set forth on a balance sheet liabilities or obligations (whether absolute, accrued, contingent fixed, contingent, liquidated, unliquidated or otherwiseotherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (i) which isare reflected on the unaudited balance sheet of Patriot and its subsidiaries, as of June 30, 1996 (including the notes thereto), or (ii) which (A) were incurred in the ordinary course of business after June 30, 1996 and are consistent with past practices, (B) are disclosed in the Patriot SEC Reports filed after June 30, 1996, or (C) would not, individually or in the aggregate, material to the businesshave a Patriot Material Adverse Effect. Since December 31, results of operations or financial condition of GRLC and the Subsidiaries1995, taken as a whole, except for liabilities incurred since the date there has been no change in any of the GRLC Balance Sheet in the ordinary and usual course significant accounting (including tax accounting) policies, practices or procedures of business consistent with past practicesPatriot or any material subsidiary.

SEC Reports and Financial Statements. (a) GRLC is current in ScottishPower has delivered to the Company a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (together with all formsamendments thereof and supplements thereto) filed by HoldCo, reports ScottishPower or any of their respective Subsidiaries with the SEC since December 31, 1995 (as such documents have since the time of their filing been amended or supplemented, the "SCOTTISHPOWER SEC REPORTS"), which are all the documents (other than preliminary materials) that HoldCo, ScottishPower and documents their respective Subsidiaries were required to be filed by GRLC file with the Securities and Exchange Commission (the "SEC")SEC since such date. All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: , the ScottishPower SEC Reports (i) complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, any related notes the notes, if any, thereto) contained included in the ScottishPower SEC Reports (the "GRLC Financial StatementsSCOTTISHPOWER FINANCIAL STATEMENTS"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was , were prepared in accordance with GAAP generally accepted accounting principles in the United Kingdom applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto orand except with respect to unaudited statements) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to HoldCo, ScottishPower and their respective Subsidiaries taken as may be permitted by the SEC on Form 10-QSB under the Exchange Acta whole); and (iii) fairly presented the consolidated financial position of GRLC ScottishPower and, in respect of periods ending after the Scheme Date, HoldCo and the Subsidiaries their respective consolidated subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the respective periods indicated (subjectthen ended. Except as set forth in SECTION 4.05 of the ScottishPower Disclosure Letter, each Subsidiary of ScottishPower and, after the Scheme Date, of Holdco is treated as a consolidated subsidiary of ScottishPower or HoldCo, as the case may be, in the case ScottishPower Financial Statements for all periods covered thereby. (b) All material filings required to be made by ScottishPower or any of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended its Subsidiaries since December 31, 2001 is hereinafter referred to 1995 in the United Kingdom under the Electricity ▇▇▇ ▇▇▇▇, the Water Industry ▇▇▇ ▇▇▇▇, the Water Resources ▇▇▇ ▇▇▇▇ and the Telecommunications ▇▇▇ ▇▇▇▇ have been filed with OFFER, OFWAT and the Office of Telecommunications Services or any other appropriate Governmental or Regulatory Authority, as the "GRLC Balance Sheet." Except case may be, including all material forms, statements, reports, agreements and all material documents, exhibits, amendments and supplements appertaining thereto, including but not limited to all material rates, tariffs, franchises, service agreements and related documents, complied, as disclosed of their respective dates, in GRLC Financial Statements, since the date all material respects with all applicable requirements of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC statute and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary rules and usual course of business consistent with past practicesregulations thereunder.

SEC Reports and Financial Statements. (a) GRLC is current in Purchaser has filed all forms, reports reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Purchaser with the SEC under the Exchange Act or the Securities Act since Purchaser’s incorporation to the date of this Agreement, together with any amendments, restatements or supplements thereto (all of the foregoing filed prior to the date of this Agreement, the “Purchaser SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents required to be filed by GRLC with the Securities and Exchange Commission (the "SEC"). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as of this Agreement through the "Closing Date (the “Additional Purchaser SEC Reports." As of their respective filing dates: ”). All Purchaser SEC Reports, Additional Purchaser SEC Reports, any correspondence from or to the SEC Reports or NASDAQ (other than such correspondence in connection with the initial public offering of Purchaser) and all certifications and statements required by (i) complied Rule 13a-14 or 15d-14 under the Exchange Act, or (ii) 18 U.S.C. § 1350 (Section 906) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any of the foregoing (collectively, the “Certifications”) are available on ▇▇▇▇▇ in full without redaction. Purchaser has heretofore furnished to TDCC true and complete copies of all material respects amendments and modifications that have not been filed by the Purchaser with the SEC to all agreements, documents and other instruments that previously had been filed by the Purchaser with the SEC and are currently in effect. The Purchaser SEC Reports were, and the Additional Purchaser SEC Reports will be, prepared in accordance with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (and the "Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act"), as the case may be, and the rules and regulations of thereunder. The Purchaser SEC Reports did not, and the Additional Purchaser SEC thereunder applicable to such SEC Reports; andReports will not, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to are filed, as the date of this Agreementcase may be, then on with the date of such filing) SEC contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary The Certifications are each true and correct. Purchaser maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Each director and executive officer of Purchaser has filed with the SEC on a timely basis all statements required with respect to Purchaser by Section 16(a) of the Exchange Act and the rules and regulations thereunder. As used in this Section 4.5, the term “file” shall be broadly construed to include any manner in which a document or information is required furnished, supplied or otherwise made available to file any forms, reports or other documents with the SEC. (b) Each of the consolidated The financial statements (includingand notes contained or incorporated by reference in the Purchaser SEC Reports fairly present, in each case, any related and the financial statements and notes thereto) to be contained in or to be incorporated by reference in the Additional Purchaser SEC Reports (will fairly present, the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC condition and the Subsidiaries results of operations, changes in stockholders’ equity and cash flows of Purchaser as at the respective dates thereof of and the consolidated results of GRLC's operations and cash flows for the periods indicated referred to in such financial statements, all in accordance with (i) GAAP and (ii) Regulation S-X or Regulation S-K, as applicable, subject, in the case of unaudited interim financial statements, to normal audit adjustments). The balance sheet recurring year-end adjustments (the effect of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which iswill not, individually or in the aggregate, material be material) and the omission of notes to the businessextent permitted by Regulation S-X or Regulation S-K, results as applicable. No financial statements other than those of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet Purchaser are required by GAAP to be included in the ordinary and usual course consolidated financial statements of business consistent with past practicesPurchaser.

SEC Reports and Financial Statements. The Purchaser has filed with the Securities and Exchange Commission true and complete copies of the Purchaser’s Annual Report on Form 10K/A (aAmendment No. 2) GRLC is current in for the year ended December 31, 2004 and all forms, reports reports, schedules, statements and other documents required to be filed by GRLC with the Purchaser under the Securities and Exchange Commission (the "SEC"). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: the SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934Act, as amended from and after the filing thereof (such annual report, forms, reports, schedules, statements and other documents, including any financial statements or schedules included therein, the "Exchange Act"“Purchaser SEC Documents”). The Purchaser SEC documents, as at the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; andtime filed, (iia) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. and (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published applicable requirements of the Securities Exchange Act, and the Securities Act, as the case may be, and the applicable rules and regulations promulgated thereunder. Except as indicated, there have not been any amendments to the Purchaser SEC Documents since the initial filing thereof. The financial statements of the Purchaser contained in the Purchaser SEC with respect thereto; (ii) was Documents have been prepared in accordance with GAAP applied on a consistent basis during the period involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as may be permitted by the SEC on Form Rule 10-QSB under 01 of Regulation S-X promulgated by the Securities and Exchange Act); Commission) and fairly present (iiisubject, in the case of the unaudited statements, to normal, recurring audit adjustments) fairly presented the consolidated financial position of GRLC the Purchaser and its consolidated subsidiaries as of the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheetthen ended." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC is current in Eternal has timely filed with the SEC all forms, reports forms and documents required to be filed by GRLC with it since January 1, 2008 under the Securities Exchange Act, including (i) its Annual Reports on Form 10-K, (ii) its Quarterly Reports on Form 10-Q, and Exchange Commission (the "SEC"). All such required iii) all other forms, reports and registration statements required to be filed by Eternal with the SEC since January 1, 2008. The documents described in the foregoing clauses (including those that GRLC may file subsequent to i)-(iii), in each case as amended (whether filed prior to, on or after the date hereofof this Agreement), are referred to herein in this Agreement collectively as the "“Eternal SEC ReportsDocuments." ” As of their respective filing dates: the SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933dates or, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing and publicly available prior to the date of this Agreement, then on as of the date of such filingamendment with respect to those disclosures that are amended, the Eternal SEC Documents, including the financial statements and schedules provided therein or incorporated by reference therein, (x) did not contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingmisleading and (y) complied in all material respects with the applicable requirements of the Exchange Act, the Securities Act, the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other applicable Laws as the case may be, and the applicable rules and regulations of the SEC thereunder. No Subsidiary None of the Subsidiaries of Eternal is subject to the periodic reporting requirements of the Exchange Act or required to file any formsform, reports report or other documents document with the SEC, any stock exchange or any other comparable Governmental Entity. (bi) Each The December 31, 2010 consolidated balance sheet of Eternal and its Subsidiary (the “Eternal Balance Sheet”) and the related consolidated financial statements of operations, stockholders’ equity and cash flows (including, in each case, any the related notes thereto) contained notes, where applicable), as reported in Eternal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the SEC Reports under the Exchange Act, fairly present (within the "GRLC Financial Statements"meaning of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act), including each and the financial statements to be filed by Eternal with the SEC Report filed after the date hereof until of this Agreement will fairly present (subject, in the Closing (i) complied as case of unaudited statements, to form recurring audit adjustments normal in nature and amount), in all material respects respects, the consolidated financial position and the consolidated results of operations, cash flows and changes in stockholders’ equity of Eternal and its Subsidiary as of the respective dates or for the respective fiscal periods therein set forth; (ii) each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed by Eternal with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and (iiiii) was each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Eternal with the SEC after the date of this Agreement will be, prepared in accordance with GAAP (consistently applied during the periods involved, except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form Rule 10-QSB under 01 of Regulation S-X of the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC and the Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments)SEC. The balance sheet books and records of GRLC contained Eternal and its Subsidiaries have been, and are being, maintained in GRLC's Annual Report accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. K▇▇▇▇ & Company is a registered public accounting firm for Eternal and has not resigned (or indicated that it declines to stand for re-appointment after completion of the current audit) or been dismissed as a registered public accounting firm for Eternal. (c) Since January 1, 2008, (i) the exercise price of each Eternal Option has been no less than the fair market value of a share of Eternal Common Stock as determined on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of grant of such Eternal Option and (ii) all grants of the GRLC Balance SheetEternal Options were validly issued and properly approved by the Board of Directors of Eternal (the “Eternal Board”) (or a duly authorized committee or subcommittee thereof) in material compliance with applicable Law and recorded in Eternal’s financial statements referred to in Section 4.5(b) in accordance with GAAP, GRLC has not incurred and no such grants involved any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent “back dating,” “forward dating” or otherwise) which is, individually or in the aggregate, material similar practices with respect to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the effective date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesgrant.

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule, registration statement and documents required to be definitive proxy statement filed by GRLC Aether with the Securities and Exchange Commission SEC prior to the date hereof (the "SEC"). All as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as the "Aether SEC Reports." As "), as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder. None of the Aether SEC thereunder applicable to Reports, as of the date on which such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior Report was declared effective pursuant to the date of this Agreement, then on Securities Act or the date of on which such filing) contain SEC Report was filed pursuant to the Exchange Act, as applicable, contained or contains any untrue statement of a material fact, fact or omit omits to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The consolidated financial statements (including, of Aether and its Subsidiaries included in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with GAAP GAAP, consistently applied (except as may be indicated in the notes thereto orexcept, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) and fairly present in all material respects (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) fairly presented the consolidated financial position of GRLC Aether and the its Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments)then ended. The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed set forth in GRLC Financial StatementsSchedule 5.6 to the Aether Disclosure Letter, since the date September 30, 1999, neither Aether nor any of the GRLC Balance Sheet, GRLC its Subsidiaries has not incurred any liability required under GAAP to be set forth on a balance sheet liabilities or obligations (whether absolute, accrued, contingent fixed, contingent, liquidated, unliquidated or otherwiseotherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which isare reflected on the consolidated balance sheet of Aether and its Subsidiaries as at September 30, individually 1999 (including the notes thereto) or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities (b) which (i) were incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business after September 30, 1999 and consistent with past practices, or (ii) are disclosed in the Aether SEC Reports. Since October 20, 1999, Aether has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no Subsidiary of Aether has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the Securities Act, the Exchange Act or the rules and regulations thereunder. Since September 30, 1999, except as described in the Aether SEC Reports, there has been no change in any of the significant accounting (including tax accounting) policies, practices or procedures of Aether or any Subsidiary of Aether, except changes resulting from changes in accounting pronouncements of Financial Accounting Standards Boards or changes in applicable laws or rules or regulations thereunder.

SEC Reports and Financial Statements. (a) GRLC is current in Since March 1, 1997, Buyer has filed all material forms, reports and documents with the SEC required to be filed by GRLC with it pursuant to the Securities Act, the Exchange Act and Exchange Commission the rules and regulations promulgated thereunder (the "SECBuyer SEC Reports"). All , and all of such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: the SEC Reports (i) filings complied in all material respects with the all applicable requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations promulgated thereunder. None of the SEC thereunder applicable to such Buyer SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreementfiled, then on the date of such filing) contain contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the consolidated financial statements balance sheets included in the Buyer SEC Reports (including, in each case, including any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements")fairly presents, including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto orrespects, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position of GRLC Buyer and its consolidated subsidiaries as of its date, and the Subsidiaries as at related consolidated statements of income and cash flows included in the respective dates thereof and Buyer SEC Reports (including any related notes) fairly present, in all material respects, the consolidated results of GRLC's operations and cash flows changes in consolidated financial position of Buyer and its consolidated subsidiaries for the periods indicated (presented therein, all in conformity with GAAP, except as otherwise noted therein and subject, in the case of unaudited quarterly financial statements, (i) to normal year-end audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form , and (ii) to the fact that Forms 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date Q do not contain all of the GRLC Balance Sheet, GRLC has not incurred any liability footnotes required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesby GAAP.

SEC Reports and Financial Statements. (a) GRLC is current in The Company has filed with the SEC all forms, reports reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by GRLC the Company with the SEC under the Securities Act or the Exchange Act since January 1, 1996 (as they have been amended or superseded by subsequent filings under the Securities Act or Exchange Act since the time of their filing, and Exchange Commission (the "SEC"). All such required formsincluding any documents filed as exhibits thereto and all financial statements or schedules included or incorporated by reference therein, reports and documents (including those that GRLC may file subsequent to the date hereofcollectively, are referred to herein as the "SEC Reports." As ") and complete and correct copies of their respective filing dates: all of the SEC Reports (i) are available to Parent on EDGA▇. ▇▇e SEC Reports complied in all material respects with the requirements of the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may beapplicable, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; andpromulgated thereunder. Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, (ii) did not at as of their respective dates, as of the time date they were filed (or or, if amended or superseded by a filing prior to subsequent filings under the date Securities Act or Exchange Act, as of this Agreement, then on the date of such amendment or superseding filing) contain , none of the SEC Reports contained any untrue statement of a material fact, fact or omit omitted to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary None of the Company's subsidiaries is required to file any formsform, reports report or other documents document with the SEC. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the SEC Reports (as such financial statements have been amended or restated since the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied as to form in all material respects with the published rules and regulations time of the SEC with respect thereto; (iithat filing) was prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the Exchange Act and subject to normal year-end audit adjustments which are not individually or in the aggregate material) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto orthereto) and each fairly presents, in the case of unaudited statementsall material respects, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position position, results of GRLC operations and cash flows of the Subsidiaries Company and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of GRLC's operations and cash flows for the respective periods indicated therein (subject, in the case of unaudited financial statements, to normal audit adjustmentsexcept as otherwise noted therein). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC is current in all forms, reports and documents required to be Republic has filed by GRLC with the Securities and Exchange Commission (the "SEC"). All such required , and has heretofore made available to the Stockholders true and complete copies of, all forms, reports and other documents (including those that GRLC may file subsequent required to be filed by it since September 1, 1995 under the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: the SEC Reports (i) complied in all material respects with the requirements of Exchange Act or the Securities Act (as such documents have been amended since the time of 1933their filing, as amended (collectively, the "Securities ActRepublic SEC Documents"). The Republic SEC Documents, or at the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SEC Reports; andtime filed, (iia) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is required to file any forms, reports or other documents with the SEC. misleading and (b) Each complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be. The consolidated financial statements (including, in each case, any related notes thereto) contained of Republic included in the Republic SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with GAAP 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 unaudited statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) and fairly present (iiisubject, in the case of the unaudited statements, to normal year-end audit adjustments) fairly presented in all material respects the consolidated financial position of GRLC Republic and the its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, then ended. Except as set forth in the case Republic SEC Documents and except for liabilities and obligations incurred in the ordinary course of unaudited financial statementsbusiness consistent with past practice, to normal audit adjustments). The balance sheet there are no material liabilities or obligations of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability nature required under by GAAP to be set forth on a consolidated balance sheet (absolute, accrued, contingent of Republic and its Subsidiaries or otherwise) which isin the notes thereto which, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as would have a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practicesRepublic Material Adverse Effect.

SEC Reports and Financial Statements. (a) GRLC is current in Buyer has timely filed with, or furnished to, as applicable, the SEC all registration statements, prospectuses, reports, forms, reports statements and other documents required to be filed by GRLC Buyer since January 1, 2019 (together with all exhibits and schedules thereto and all information incorporated therein by reference, the Securities and Exchange Commission (the "SEC"“Buyer SEC Documents”). All such required forms, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective effective dates (in the case of Buyer SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates: , or if amended, as of the date of the last such amendment, with respect to the portions that are amended, the Buyer SEC Reports Documents (i) complied in all material respects with the requirements of the Securities Act of 1933Act, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules Sarbanes Act (to the extent then applicable) and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Subsidiary is Except as set forth in Section 4.9(a) of the Buyer Disclosure Letter, none of Buyer’s Subsidiaries is, as of the date hereof, or has been since January 1, 2019, required to file or furnish any registration statements, prospectuses, reports, forms, reports statements (including financial statements) or other documents with to the SEC. No executive officer of Buyer or any of its Subsidiaries has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sarbanes Act with respect to any Buyer SEC Documents. None of the Buyer SEC Documents is the subject of unresolved comments received from the SEC (whether orally or in writing) or is otherwise, to the knowledge of Buyer, the subject of ongoing SEC review. (b) Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Buyer SEC Reports (the "GRLC Financial Statements")Documents, including each SEC Report filed after the date hereof until the Closing (i) complied complied, as to form of their respective dates of filing with the SEC, or if amended, as of the date of the last such amendment, in all material respects with the Securities Act, the Exchange Act and the Sarbanes Act and the published rules and regulations of the SEC with respect thereto; , (ii) was prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB Q under the Exchange Act); and , (iii) fairly presented present in all material respects the consolidated financial position of GRLC Buyer and the its Subsidiaries as at of the respective dates thereof and the consolidated results of GRLC's the operations and cash flows of Buyer and its Subsidiaries for the periods indicated and (subjectiv) have been prepared from, and are in accordance with, the books and records of Buyer and its consolidated Subsidiaries, except, in the each case of clauses (ii) and (iii) above, that the unaudited interim financial statements, statements were or will be subject to normal audit and recurring year-end and quarter-end adjustments). The balance sheet of GRLC contained . (c) Buyer is, and since January 1, 2019 has been, in GRLC's Annual Report on Form 10-KSB for compliance in all material respects with the fiscal year ended December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements, since the date applicable listing and corporate governance rules and regulations of the GRLC Balance Sheet, GRLC NYSE. (d) Buyer has not incurred any liability devised and maintains systems of internal controls over financial reporting sufficient to provide reasonable assurances that (i) are reasonably designed to ensure that all material information required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or disclosed by Buyer in the aggregatereports that it files or furnishes under the Exchange Act is recorded, processed and summarized and reported in a timely fashion and (ii) all material transactions of Buyer and its Subsidiaries are recorded as necessary to permit the businesspreparation of financial statements in conformity with GAAP consistently applied and to maintain proper accountability for items. Since June 30, results 2018, none of operations Buyer or financial condition any member of GRLC and its board of directors (or the Subsidiaries, taken as a whole, except for liabilities incurred since the date audit committee thereof) has received any notification of the GRLC Balance Sheet any (A) significant deficiencies or material weaknesses in the ordinary design or operation of internal controls over financial reporting with respect to Buyer or any of its Subsidiaries or (B) any fraud that involves management or other employees of Buyer or any of its Subsidiaries who have a significant role in the internal controls over financial reporting of Buyer and usual course of business consistent with past practicesits Subsidiaries.

SEC Reports and Financial Statements. (a1) GRLC is current in Since December 13, 1995, Lexington and its subsidiaries have filed all formsmaterial reports, reports registration statements, Forms ADV, Forms BD and documents other filings, together with any material amendments required to be filed by GRLC made with the Securities respect thereto, that it has been required to file with any relevant Governmental Authority under federal and Exchange Commission (the "SEC"). All such required formsstate securities laws, reports and documents (including those that GRLC may file subsequent to the date hereof, are referred to herein as the "SEC Reports." As of their respective filing dates: the SEC Reports (i) complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act. All reports, registration statements, and other filings (including all exhibits, notes, and schedules thereto and all documents incorporated by reference therein) filed by Lexington or its subsidiaries with the SEC on or after December 13, 1995, together with any amendments thereto, are collectively referred to as the "Lexington SEC Reports." As of: (A) with respect to all of the Lexington SEC Reports other than registration statements filed under the Securities Exchange Act Act, the respective dates of 1934their filing with the SEC; and (B) with respect to all registration statements filed under the Securities Act, as amended (their respective effective dates, the "Exchange Act"), as the case may be, and Lexington SEC Reports complied in all material respects with the rules and regulations of the SEC thereunder applicable to such SEC Reports; and, (ii) and did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact, fact or omit to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, made therein not misleading. No Subsidiary is Since its inception in June 1998, TDLPL has filed all reports, registration statements, and other filings, together with any amendments required to be made with respect thereto, that it has been required to file with any forms, reports or other documents with the SECrelevant Governmental Authority under U.S. federal and state securities laws and under foreign law. (b2) Each of the The consolidated financial statements (including, in each case, including any related notes theretoor schedules) contained included in Lexington's 1998 Annual Report on Form 10-K, as filed with the SEC Reports SEC, were prepared in accordance with generally accepted accounting principles, consistently applied (the "GRLC Financial StatementsGAAP"), including except as may be noted therein or in the notes or schedules thereto, and fairly present in all material respects the consolidated financial position of Lexington and its subsidiaries (except to the extent that TDLPL is not consolidated) as of December 31, 1997 and 1998 and the consolidated results of their operations and cash flows for each SEC Report filed after of the date hereof until three years in the Closing three-year period ended December 31, 1998. (i3) complied The audited consolidated financial statements of Lexington and its subsidiaries as to form of and for the year ended December 31, 1999 when delivered will be consistent in all material respects with the published rules and regulations of the SEC with respect thereto; (ii) was prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of unaudited statements, as may be permitted by the SEC on Form 10-QSB under the Exchange Act); and (iii) fairly presented the consolidated financial position statements of GRLC Lexington and the Subsidiaries its subsidiaries as at the respective dates thereof of and the consolidated results of GRLC's operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments). The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001 is hereinafter referred 1999 that were previously delivered to as the "GRLC Balance SheetBuyer." Except as disclosed in GRLC Financial Statements, since the date of the GRLC Balance Sheet, GRLC has not incurred any liability required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or otherwise) which is, individually or in the aggregate, material to the business, results of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.

SEC Reports and Financial Statements. (a) GRLC is current in all formsEach form, reports report, schedule, registration statement and documents required to be definitive proxy statement filed by GRLC AIMCO with the Securities SEC since June 30, 1995, and Exchange Commission prior to the date hereof (the "SEC"). All as such required forms, reports and documents (including those that GRLC may file subsequent have been amended prior to the date hereof, are referred to herein as the "AIMCO SEC Reports." As "), as of their respective filing dates: the SEC Reports (i) , complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (and the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations thereunder. None of the SEC thereunder applicable to such AIMCO SEC Reports; and, (ii) did not at the time they were filed (as of their respective dates, contained or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain contains any untrue statement of a material fact, fact or omit omits to state a material fact, fact required to be stated therein, therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except for such statements, if any, as have been modified or superseded by subsequent filings prior to the date hereof. No Subsidiary is required to file any forms, reports or other documents with the SEC. (b) Each of the The consolidated financial statements (including, of AIMCO and its subsidiaries included in each case, any related notes thereto) contained in the SEC Reports (the "GRLC Financial Statements"), including each SEC Report filed after the date hereof until the Closing (i) complied such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; (ii) was , have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited interim financial statements, as may be permitted by the SEC on Form 10-QSB under Q of the Exchange Act); SEC) and fairly present (iiisubject, in the case of the unaudited interim financial statements, to normal, year-end audit adjustments) fairly presented the consolidated financial position of GRLC AIMCO and the Subsidiaries its subsidiaries as at the respective dates thereof and the consolidated results of GRLC's their operations and cash flows for the periods indicated (subject, in the case of unaudited financial statements, to normal audit adjustments)then ended. The balance sheet of GRLC contained in GRLC's Annual Report on Form 10-KSB for the fiscal year ended Since December 31, 2001 is hereinafter referred to as the "GRLC Balance Sheet." Except as disclosed in GRLC Financial Statements1996, since the date neither AIMCO nor any of the GRLC Balance Sheet, GRLC its subsidiaries has not incurred any liability required under GAAP to be set forth on a balance sheet liabilities or obligations (whether absolute, accrued, contingent fixed, contingent, liquidated, unliquidated or otherwiseotherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which is, individually or in are reflected on the aggregate, material to the business, results consolidated balance sheet of operations or financial condition of GRLC and the Subsidiaries, taken as a whole, except for liabilities incurred since the date of the GRLC Balance Sheet in the ordinary and usual course of business consistent with past practices.AIMCO