Common use of SEC Documents; Regulatory Reports Clause in Contracts

SEC Documents; Regulatory Reports. (i) ProLogis has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis SEC Documents”). As of their respective dates, the ProLogis SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis SEC Documents, and none of the ProLogis SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis included in the ProLogis SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of ProLogis and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogis’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogis’s outside auditors and the audit committee of the Board of Trustees of ProLogis (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogis’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogis’s internal control over financial reporting. Since December 31, 2009, any material change in internal control over financial reporting required to be disclosed in any ProLogis SEC Report has been so disclosed. (iii) Since December 31, 2009, (A) neither ProLogis nor any of its Subsidiaries nor, to the knowledge of ProLogis, any Representative of ProLogis or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2009, including any material complaint, allegation, assertion or claim that ProLogis or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogis, no attorney representing ProLogis or any of its Subsidiaries, whether or not employed by ProLogis or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2009, by ProLogis or any of its officers, trustees, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogis.

SEC Documents; Regulatory Reports. (i) ProLogis AMB has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis AMB SEC Documents”). As of their respective dates, the ProLogis AMB SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis AMB SEC Documents, and none of the ProLogis AMB SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis AMB included in the ProLogis AMB SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of ProLogis AMB and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis AMB has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis AMB (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis AMB in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisAMB’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisAMB’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis AMB (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisAMB’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisAMB’s internal control over financial reporting. Since December 31, 2009, any material change in internal control over financial reporting required to be disclosed in any ProLogis AMB SEC Report has been so disclosed. (iii) Since December 31, 2009, (A) neither ProLogis AMB nor any of its Subsidiaries nor, to the knowledge of ProLogisAMB, any Representative of ProLogis AMB or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis AMB or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2009, including any material complaint, allegation, assertion or claim that ProLogis AMB or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisAMB, no attorney representing ProLogis AMB or any of its Subsidiaries, whether or not employed by ProLogis AMB or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2009, by ProLogis AMB or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees Directors of ProLogis AMB or any committee thereof or to any trustee director or executive officer of ProLogisAMB.

SEC Documents; Regulatory Reports. (i) ProLogis The Company has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2020 together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Company SEC Documents”). As of their respective dates, the ProLogis Company SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Company SEC Documents, and none of the ProLogis Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis the Company included in the ProLogis Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis the Company and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis The Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisthe Company’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisthe Company’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis the Company (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisthe Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisthe Company’s internal control over financial reporting. Since December 31, 20092020, any material change in internal control over financial reporting required to be disclosed in any ProLogis Company SEC Report Document has been so disclosed. (iii) Except as set forth on Section 3.1(d)(iii) of the Company Disclosure Letter, the Company has made available to Parent complete and correct copies of all written correspondence between the SEC, on the one hand, and the Company, on the other hand, since December 31, 2020. (iv) Neither the Company nor any Subsidiary of the Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among the Company or any Subsidiary of the Company, on the one hand, and any unconsolidated affiliate of the Company, or any Subsidiary of the Company, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary of the Company or any of their financial statements or other Company SEC Documents. (v) Since December 31, 20092020, (A) neither ProLogis the Company nor any of its Subsidiaries nor, to the knowledge of ProLogisthe Company, any Representative of ProLogis the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092020, including any material complaint, allegation, assertion or claim that ProLogis the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisthe Company, no attorney representing ProLogis the Company or any of its Subsidiaries, whether or not employed by ProLogis the Company or any of its Subsidiaries, has reported to the Board of Directors of the Company or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092020, by ProLogis the Company or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (i) ProLogis The Company has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2020 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Company SEC Documents”). As of their respective dates, the ProLogis Company SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Company SEC Documents, and none of the ProLogis Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis the Company included in the ProLogis Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis the Company and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis The Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisthe Company’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisthe Company’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis the Company (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisthe Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisthe Company’s internal control over financial reporting. Since December 31, 20092020, any material change in internal control over financial reporting required to be disclosed in any ProLogis Company SEC Report Document has been so disclosed. (iii) Except as set forth on Section 3.1(d)(iii) of the Company Disclosure Letter, the Company has made available to Parent complete and correct copies of all written correspondence between the SEC, on the one hand, and the Company, on the other hand, since December 31, 2020. (iv) Neither the Company nor any Subsidiary of the Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among the Company or any Subsidiary of the Company, on the one hand, and any unconsolidated affiliate of the Company, or any Subsidiary of the Company, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary of the Company or any of their financial statements or other Company SEC Documents. (v) Since December 31, 20092020, (A) neither ProLogis the Company nor any of its Subsidiaries nor, to the knowledge of ProLogisthe Company, any Representative of ProLogis the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092020, including any material complaint, allegation, assertion or claim that ProLogis the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisthe Company, no attorney representing ProLogis the Company or any of its Subsidiaries, whether or not employed by ProLogis the Company or any of its Subsidiaries, has reported to the Board of Directors of the Company or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092020, by ProLogis the Company or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (i) ProLogis VEREIT has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2018 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis VEREIT SEC Documents”). As of their respective dates, the ProLogis VEREIT SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis VEREIT SEC Documents, and none of the ProLogis VEREIT SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis VEREIT included in the ProLogis VEREIT SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis VEREIT and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis VEREIT has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis VEREIT (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis VEREIT in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisVEREIT’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisVEREIT’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis VEREIT (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisVEREIT’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisVEREIT’s internal control over financial reporting. Since December 31, 20092018, any material change in internal control over financial reporting required to be disclosed in any ProLogis VEREIT SEC Report Document has been so disclosed. (iii) Except as set forth on Section 3.1(d)(iii) of the VEREIT Disclosure Letter, VEREIT has made available to Realty Income complete and correct copies of all written correspondence between the SEC, on the one hand, and VEREIT, on the other hand, since December 31, 2018. (iv) Neither VEREIT, VEREIT OP nor any Subsidiary of VEREIT is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among VEREIT, VEREIT OP or any Subsidiary of VEREIT, on the one hand, and any unconsolidated affiliate of VEREIT, VEREIT OP or any Subsidiary of VEREIT, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, VEREIT, VEREIT OP, or any Subsidiary of VEREIT or any of their financial statements or other SEC Documents of VEREIT. (v) Since December 31, 20092018, (A) neither ProLogis VEREIT nor any of its Subsidiaries nor, to the knowledge of ProLogisVEREIT, any Representative of ProLogis VEREIT or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis VEREIT or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092018, including any material complaint, allegation, assertion or claim that ProLogis VEREIT or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisVEREIT, no attorney representing ProLogis VEREIT or any of its Subsidiaries, whether or not employed by ProLogis VEREIT or any of its Subsidiaries, has reported to the Board of Directors of VEREIT or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092018, by ProLogis VEREIT or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (i) ProLogis Realty Income has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2018, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Realty Income SEC Documents”). As of their respective dates, the ProLogis Realty Income SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Realty Income SEC Documents, and none of the ProLogis Realty Income SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis Realty Income included in the ProLogis Realty Income SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis Realty Income and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis Realty Income has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis Realty Income (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis Realty Income in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisRealty Income’s management as appropriate to allow timely decisions regarding required disclosure, disclosure and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisRealty Income’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis Realty Income (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisRealty Income’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisRealty Income’s internal control over financial reporting. Since December 31, 20092018, any material change in internal control over financial reporting required to be disclosed in any ProLogis Realty Income SEC Report Document has been so disclosed. (iii) Realty Income has made available to VEREIT complete and correct copies of all written correspondence between the SEC, on the one hand, and Realty Income, on the other hand, since December 31, 2018. (iv) Neither Realty Income nor any Subsidiary of Realty Income is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among Realty Income or any Subsidiary of Realty Income, on the one hand, and any unconsolidated affiliate of Realty Income or any Subsidiary of Realty Income, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Realty Income or any Subsidiary of Realty Income or any of their financial statements or other SEC Documents of Realty Income. (v) Since December 31, 20092018, (A) neither ProLogis Realty Income nor any of its Subsidiaries nor, to the knowledge of ProLogisRealty Income, any Representative of ProLogis Realty Income or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis Realty Income or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092018, including any material complaint, allegation, assertion or claim that ProLogis Realty Income or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisRealty Income, no attorney representing ProLogis Realty Income or any of its Subsidiaries, whether or not employed by ProLogis Realty Income or any of its Subsidiaries, has reported to the Board of Directors of Realty Income or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092018, by ProLogis Realty Income or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (i) ProLogis Parent has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2020, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Parent SEC Documents”). As of their respective dates, the ProLogis Parent SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Parent SEC Documents, and none of the ProLogis Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis Parent and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis Parent has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis Parent (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisParent’s management as appropriate to allow timely decisions regarding required disclosure, disclosure and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisParent’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis Parent (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisParent’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisParent’s internal control over financial reporting. Since December 31, 20092020, any material change in internal control over financial reporting required to be disclosed in any ProLogis Parent SEC Report Document has been so disclosed. (iii) Parent has made available to the Company complete and correct copies of all written correspondence between the SEC, on the one hand, and Parent, on the other hand, since December 31, 2020. (iv) Neither Parent nor any Subsidiary of Parent is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among Parent or any Subsidiary of Parent, on the one hand, and any unconsolidated affiliate of Parent or any Subsidiary of Parent, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent or any of their financial statements or other Parent SEC Documents. (v) Since December 31, 20092020, (A) neither ProLogis Parent nor any of its Subsidiaries nor, to the knowledge of ProLogisParent, any Representative of ProLogis Parent or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis Parent or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092020, including any material complaint, allegation, assertion or claim that ProLogis Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisParent, no attorney representing ProLogis Parent or any of its Subsidiaries, whether or not employed by ProLogis Parent or any of its Subsidiaries, has reported to the Board of Directors of Parent or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092020, by ProLogis Parent or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (ia) ProLogis Each of the Company and its Subsidiary, Metris Receivables, Inc., a Delaware corporation ("MRI"), has timely filed or furnished to the SEC all required reports, schedules, statements schedules and other documents required with the SEC pursuant to be filed or furnished by it under the Securities Act or the Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2009 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act 2001 (such reports, schedules and other documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis "Company SEC Documents”"). As The Company SEC Documents (i) were filed on a timely basis, (ii) as of their respective datesdates of filing with the SEC (or, if amended or superseded by a filing prior to the ProLogis date hereof, as of the date of such filing), complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC Documents thereunder applicable to such Company SEC Documents, and (iii) did not at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreementhereof, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis SEC Documents, and none of the ProLogis SEC Documents when filed contained contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis the Company and its Subsidiaries (including any related notes and schedules) included in the ProLogis Company SEC Documents complied as to form, as of their respective dates of filing with the SECSEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present presented in all material respects the consolidated financial position of ProLogis Company and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholders’ stockholders' equity and cash flows of such companies as of the dates and for the periods shown. (ii. No Subsidiary of the Company other than MRI is subject to the reporting requirements of Section 13(a) ProLogis has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(for Section 15(d) of the Exchange Act. (b) sufficient to provide reasonable assurances regarding Other than the reliability of financial reporting. ProLogis Company SEC Documents, which are addressed in subsection (A) has designed a), the Bank RAP Documents, which are addressed in subsection (c), and maintains disclosure controls and procedures the Insurance SAP Documents, which are addressed in subsection (as defined in Rules 13a–15(e) and 15d–15(e) d), each of the Exchange ActCompany and its Subsidiaries has (i) timely filed all reports, registrations and statements, together with any amendments required to provide reasonable assurance be made with respect thereto, that it was required to file since December 31, 2001 with any Governmental Entity, (ii) paid all fees and assessments due and payable in connection therewith and (iii) made available, to the extent permitted by applicable Law, to Parent copies of all such reports, registrations and statements (and amendments thereto). (c) The Bank has filed all reports, registrations, statements and other documents, together with any amendments required to be made with respect thereto and any exhibits and other information required to be disclosed by ProLogis in the reports incorporated therein, that it files was required to file with the OCC, the Superintendent, the Board of Governors of the Federal Reserve, and the FDIC (collectively, the "Banking Authorities") since December 31, 2001 (the "Bank RAP Documents"). The Bank RAP Documents (i) were filed on a timely basis, (ii) were prepared in conformity with regulatory accounting practices prescribed or submits under permitted by the Exchange Act is recordedBanking Authorities ("RAP") consistently applied, processedfor the periods covered thereby (or, summarized if amended or superseded by a filing prior to the date hereof, as of the date of such filing) and reported within (iii) fairly present in all material respects the time statutory financial position of the Bank in accordance with RAP as at the respective dates thereof and the results of operations of the Bank for the respective periods specified then ended. No material deficiency has been asserted with respect to any Bank RAP Documents by the Banking Authorities or any other Governmental Entity. The audited annual balance sheets and income statements of the Bank as of and for the years ended December 31, 2001, 2002, 2003 and 2004 have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the SEC’s rules periods involved (except as may be disclosed therein) and forms fairly presented in all material respects the financial position of the Bank and is accumulated the results of operations, changes in stockholder's equity and communicated cash flows of the Bank as of the dates and for the periods shown. The Company or the Bank has provided to ProLogis’s management as appropriate to allow timely decisions regarding required disclosureParent true and complete copies of (i) all Bank RAP Documents for the years ended December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004 and the quarterly periods ended March 31, 2005 and June 30, 2005, and (Bii) has disclosedto the extent permitted by applicable Law and subject to regulatory approval, based on its most recent evaluation all examination reports of internal control over financial reporting, to ProLogis’s outside auditors and the audit committee of the Board of Trustees of ProLogis (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogis’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogis’s internal control over financial reporting. Since Banking Authorities conducted since December 31, 2009, any material change in internal control over financial reporting 2001 and relating to the Bank. (d) Each of the Company and the Insurance and Warranty Subsidiaries has filed all required annual and quarterly statements and other documents (including exhibits and all other information incorporated therein) required to be disclosed filed with the Minnesota DOC, the Florida DFS, and the Bermuda Monetary Authority (collectively, the "Insurance Authorities") since December 31, 2001 (the "Insurance SAP Documents"). The Insurance SAP Documents (i) were filed on a timely basis, (ii) were prepared in any ProLogis SEC Report conformity with regulatory accounting practices prescribed or permitted by the Insurance Authorities, including the Bermuda generally accepted auditing standards ("SAP"), consistently applied, for the periods covered thereby (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing) and (iii) fairly present in all material respects the statutory financial position of the Company and the relevant Insurance and Warranty Subsidiaries in accordance with applicable SAP as at the respective dates thereof and the results of operations of the Company and the relevant Insurance and Warranty Subsidiaries for the respective periods then ended. No material deficiency has been so disclosedasserted with respect to any Insurance SAP Documents by the Insurance Authorities or any other Governmental Entity. The Company has provided to Parent true and complete copies of (i) all Insurance SAP Documents for the years ended December 31, 2001, December 31, 2002, December 31, 2003 and December 31, 2004 and the quarterly periods ended March 31, 2005 and June 30, 2005, and (ii) to the extent permitted by applicable Law and subject to regulatory approval, all examination or other supervisory reports of the Insurance Authorities conducted since December 31, 2001 and relating to the Company or any Insurance or Warranty Subsidiary. (iiie) Since December 31Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, 2009, (A) neither ProLogis the Company nor any of its Subsidiaries nor, has entered into any transaction that would be subject to disclosure pursuant to Item 404 of Regulation S-K. All agreements and transactions between or among any of the knowledge of ProLogis, any Representative of ProLogis or Company and any of its Subsidiaries has received or otherwise obtained knowledge are, to the extent required, in compliance with the terms of any material complaintapplicable Laws and agreements with Governmental Entities. As used in this Agreement, allegation"Affiliate" of any Person means another Person that directly or indirectly, assertion through one or claimmore intermediaries, whether written controls, is controlled by, or oralis under common control with, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2009, including any material complaint, allegation, assertion or claim that ProLogis or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogis, no attorney representing ProLogis or any of its Subsidiaries, whether or not employed by ProLogis or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2009, by ProLogis or any of its officers, trustees, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogissuch first Person.

SEC Documents; Regulatory Reports. (i) ProLogis Parent has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2020, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Parent SEC Documents”). As of their respective dates, the ProLogis Parent SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Parent SEC Documents, and none of the ProLogis Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis Parent and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis Parent has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis Parent (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisParent’s management as appropriate to allow timely decisions regarding required disclosure, disclosure and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisParent’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis Parent (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisParent’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisParent’s internal control over financial reporting. Since December 31, 20092020, any material change in internal control over financial reporting required to be disclosed in any ProLogis Parent SEC Report Document has been so disclosed. (iii) Parent has made available to the Company complete and correct copies of all written correspondence between the SEC, on the one hand, and Parent, on the other hand, since December 31, 2020. (iv) Neither Parent nor any Subsidiary of Parent is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among Parent or any Subsidiary of Parent, on the one hand, and any unconsolidated affiliate of Parent or any Subsidiary of Parent, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent or any of their financial statements or other Parent SEC Documents. (v) Since December 31, 20092020, (A) neither ProLogis Parent nor any of its Subsidiaries nor, to the knowledge of ProLogisParent, any Representative of ProLogis Parent or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis Parent or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092020, including any material complaint, allegation, assertion or claim that ProLogis Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisParent, no attorney representing ProLogis Parent or any of its Subsidiaries, whether or not employed by ProLogis Parent or any of its Subsidiaries, has reported to the Board of Directors of Parent or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092020, by ProLogis Parent or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (i) ProLogis Cousins has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2013 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Cousins SEC Documents”). As of their respective dates, the ProLogis Cousins SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Cousins SEC Documents, and none of the ProLogis Cousins SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis Cousins included in the ProLogis Cousins SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis Cousins and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis Cousins has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis Cousins (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable Table of Contents assurance that all information required to be disclosed by ProLogis Cousins in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisCousins’s management as appropriate to allow timely decisions regarding required disclosure, disclosure and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisCousins’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis Cousins (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisCousins’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisCousins’s internal control over financial reporting. Since December 31, 20092013, any material change in internal control over financial reporting required to be disclosed in any ProLogis Cousins SEC Report Document has been so disclosed. (iii) Cousins has made available to Parkway complete and correct copies of all written correspondence between the SEC on one hand, and Cousins, on the other hand, since December 31, 2013. (iv) Neither Cousins nor any Subsidiary of Cousins is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between or among Cousins or any Subsidiary of Cousins, on the one hand, and any unconsolidated affiliate of Cousins or any Subsidiary of Cousins, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Cousins or any Subsidiary of Cousins or any of their financial statements or other SEC Documents of Cousins. (v) Since December 31, 20092013, (A) neither ProLogis Cousins nor any of its Subsidiaries nor, to the knowledge of ProLogisCousins, any Representative of ProLogis Cousins or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis Cousins or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092013, including any material complaint, allegation, assertion or claim that ProLogis Cousins or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisCousins, no attorney representing ProLogis Cousins or any of its Subsidiaries, whether or not employed by ProLogis Cousins or any of its Subsidiaries, has reported to the Board of Directors of Cousins or any committee thereof evidence of a material violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092013, by ProLogis Cousins or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (i) ProLogis Parkway has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2013 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Parkway SEC Documents”). As of their respective dates, the ProLogis Parkway SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Parkway SEC Documents, and none of the ProLogis Parkway SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis Parkway included in the ProLogis Parkway SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis Parkway and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis Parkway has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis Parkway (A) has designed and maintains disclosure controls Table of Contents and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis Parkway in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisParkway’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisParkway’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis Parkway (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisParkway’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisParkway’s internal control over financial reporting. Since December 31, 20092013, any material change in internal control over financial reporting required to be disclosed in any ProLogis Parkway SEC Report Document has been so disclosed. (iii) Parkway has made available to Cousins complete and correct copies of all written correspondence between the SEC on one hand, and Parkway, on the other hand, since December 31, 2013. (iv) Neither Parkway, Parkway LP nor any Subsidiary of Parkway is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between or among Parkway, Parkway LP or any Subsidiary of Parkway, on the one hand, and any unconsolidated affiliate of Parkway, Parkway LP or any Subsidiary of Parkway, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parkway, Parkway LP, or any Subsidiary of Parkway or any of their financial statements or other SEC Documents of Parkway. (v) Since December 31, 20092013, (A) neither ProLogis Parkway nor any of its Subsidiaries nor, to the knowledge of ProLogisParkway, any Representative of ProLogis Parkway or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis Parkway or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092013, including any material complaint, allegation, assertion or claim that ProLogis Parkway or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisParkway, no attorney representing ProLogis Parkway or any of its Subsidiaries, whether or not employed by ProLogis Parkway or any of its Subsidiaries, has reported to the Board of Directors of Parkway or any committee thereof evidence of a material violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092013, by ProLogis Parkway or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (i) ProLogis Realty Income has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2018, together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Realty Income SEC Documents”). As of their respective dates, the ProLogis Realty Income SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Realty Income SEC Documents, and none of the ProLogis Realty Income SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis Realty Income included in the ProLogis Realty Income SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis Realty Income and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis Realty Income has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis Realty Income (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis Realty Income in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisRealty Income’s management as appropriate to allow timely decisions regarding required disclosure, disclosure and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisRealty Income’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis Realty Income (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisRealty Income’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisRealty Income’s internal control over financial reporting. Since December 31, 20092018, any material change in internal control over financial reporting required to be disclosed in any ProLogis Realty Income SEC Report Document has been so disclosed. (iii) Realty Income has made available to VEREIT complete and correct copies of all written correspondence between the SEC, on the one hand, and Realty Income, on the other hand, since December 31, 2018. (iv) Neither Realty Income nor any Subsidiary of Realty Income is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among Realty Income or any Subsidiary of Realty Income, on the one hand, and any unconsolidated affiliate of Realty Income or any Subsidiary of Realty Income, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Realty Income or any Subsidiary of Realty Income or any of their financial statements or other SEC Documents of Realty Income. (v) Since December 31, 20092018, (A) neither ProLogis Realty Income nor any of its Subsidiaries nor, to the knowledge of ProLogisRealty Income, any Representative of ProLogis Realty Income or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis Realty Income or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092018, including any material complaint, allegation, assertion or claim that ProLogis Realty Income or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisRealty Income, no attorney representing ProLogis Realty Income or any of its Subsidiaries, whether or not employed by ProLogis Realty Income or any of its Subsidiaries, has reported to the Board of Directors of Realty Income or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092018, by ProLogis Realty Income or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (i) ProLogis The Company has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2020 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002, as amended (the “Xxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Company SEC Documents”). As of their respective dates, the ProLogis Company SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Company SEC Documents, and none of the ProLogis Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis the Company included in the ProLogis Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis the Company and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis The Company has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis The Company (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisthe Company’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisthe Company’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis the Company (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisthe Company’s ability to record, process, summarize and report financial information and (2) any fraud, whether Table of Contents or not material, that involves management or other employees who have a significant role in ProLogisthe Company’s internal control over financial reporting. Since December 31, 20092020, any material change in internal control over financial reporting required to be disclosed in any ProLogis Company SEC Report Document has been so disclosed. (iii) Except as set forth on Section 3.1(d)(iii) of the Company Disclosure Letter, the Company has made available to Parent complete and correct copies of all written correspondence between the SEC, on the one hand, and the Company, on the other hand, since December 31, 2020. (iv) Neither the Company nor any Subsidiary of the Company is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among the Company or any Subsidiary of the Company, on the one hand, and any unconsolidated affiliate of the Company, or any Subsidiary of the Company, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any Subsidiary of the Company or any of their financial statements or other Company SEC Documents. (v) Since December 31, 20092020, (A) neither ProLogis the Company nor any of its Subsidiaries nor, to the knowledge of ProLogisthe Company, any Representative of ProLogis the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis the Company or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092020, including any material complaint, allegation, assertion or claim that ProLogis the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisthe Company, no attorney representing ProLogis the Company or any of its Subsidiaries, whether or not employed by ProLogis the Company or any of its Subsidiaries, has reported to the Board of Directors of the Company or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092020, by ProLogis the Company or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. The Company and its Subsidiaries have filed the Form S-1 (i“SEC Documents”, which definition includes only the Form S-1) ProLogis has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under with the Securities Act or the and Exchange Act since December 31, 2009 together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act Commission (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis SEC DocumentsSEC”). As of their respective dates, its date of filing with the ProLogis SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreementsubsequent filing, as of the date of such filing), the SEC Documents complied (or, if filed after the date hereof, will comply) complied in all material respects with the applicable requirements of the Securities ActAct of 1933, the Exchange Act and the Xxxxxxxx-Xxxxx Actas amended, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis SEC Documents, and none of the ProLogis SEC Documents when filed contained (or, if filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, if filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. No representation is made in this paragraph as to any information which may be misleading as a result of the omission from the SEC Documents of an estimated price range or any information which would be derived therefrom. The financial statements of ProLogis the Company and its Subsidiaries included in the ProLogis SEC Documents complied as to form(or, if filed after the date hereof, will comply), as of their respective dates its date of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and fairly present in all material respects the consolidated financial position of ProLogis and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shownthereto. (ii) ProLogis has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogis’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogis’s outside auditors and the audit committee of the Board of Trustees of ProLogis (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogis’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogis’s internal control over financial reporting. Since December 31, 2009, any material change in internal control over financial reporting required to be disclosed in any ProLogis SEC Report has been so disclosed. (iii) Since December 31, 2009, (A) neither ProLogis nor any of its Subsidiaries nor, to the knowledge of ProLogis, any Representative of ProLogis or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2009, including any material complaint, allegation, assertion or claim that ProLogis or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogis, no attorney representing ProLogis or any of its Subsidiaries, whether or not employed by ProLogis or any of its Subsidiaries, has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2009, by ProLogis or any of its officers, trustees, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogis.

SEC Documents; Regulatory Reports. (i) ProLogis Parent has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2020, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis Parent SEC Documents”). As of their respective dates, the ProLogis Parent SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Parent SEC Documents, and none of the ProLogis Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis Parent and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown.. Table of Contents (ii) ProLogis Parent has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis Parent (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisParent’s management as appropriate to allow timely decisions regarding required disclosure, disclosure and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisParent’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis Parent (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisParent’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisParent’s internal control over financial reporting. Since December 31, 20092020, any material change in internal control over financial reporting required to be disclosed in any ProLogis Parent SEC Report Document has been so disclosed. (iii) Parent has made available to the Company complete and correct copies of all written correspondence between the SEC, on the one hand, and Parent, on the other hand, since December 31, 2020. (iv) Neither Parent nor any Subsidiary of Parent is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among Parent or any Subsidiary of Parent, on the one hand, and any unconsolidated affiliate of Parent or any Subsidiary of Parent, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Subsidiary of Parent or any of their financial statements or other Parent SEC Documents. (v) Since December 31, 20092020, (A) neither ProLogis Parent nor any of its Subsidiaries nor, to the knowledge of ProLogisParent, any Representative of ProLogis Parent or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis Parent or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092020, including any material complaint, allegation, assertion or claim that ProLogis Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisParent, no attorney representing ProLogis Parent or any of its Subsidiaries, whether or not employed by ProLogis Parent or any of its Subsidiaries, has reported to the Board of Directors of Parent or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092020, by ProLogis Parent or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.

SEC Documents; Regulatory Reports. (i) ProLogis VEREIT has timely filed or furnished to the SEC all reports, schedules, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act since December 31, 2009 2018 together with all certifications required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002, as amended (the “Sxxxxxxx-Xxxxx Act”) (such documents, as supplemented or amended since the time of filing, and together with all information incorporated by reference therein and schedules and exhibits thereto, the “ProLogis VEREIT SEC Documents”). As of their respective dates, the ProLogis VEREIT SEC Documents at the time filed (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such filing) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the XxxxxxxxSxxxxxxx-Xxxxx Act, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis VEREIT SEC Documents, and none of the ProLogis VEREIT SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of ProLogis VEREIT included in the ProLogis VEREIT SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed thereinindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly present in all material respects the consolidated financial position of ProLogis VEREIT and its consolidated Subsidiaries and the consolidated results of operations, changes in shareholdersstockholders’ equity and cash flows of such companies as of the dates and for the periods shown. (ii) ProLogis VEREIT has established and maintains a system of internal control over financial reporting (as defined in Rules 13a–15(f) and 15d–15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting. ProLogis VEREIT (A) has designed and maintains disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) to provide reasonable assurance that all information required to be disclosed by ProLogis VEREIT in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to ProLogisVEREIT’s management as appropriate to allow timely decisions regarding required disclosure, and (B) has disclosed, based on its most recent evaluation of internal control over financial reporting, to ProLogisVEREIT’s outside auditors and the audit committee of the Board of Trustees Directors of ProLogis VEREIT (1) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ProLogisVEREIT’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in ProLogisVEREIT’s internal control over financial reporting. Since December 31, 20092018, any material change in internal control over financial reporting required to be disclosed in any ProLogis VEREIT SEC Report Document has been so disclosed. (iii) Except as set forth on Section 3.1(d)(iii) of the VEREIT Disclosure Letter, VEREIT has made available to Realty Income complete and correct copies of all written correspondence between the SEC, on the one hand, and VEREIT, on the other hand, since December 31, 2018. (iv) Neither VEREIT, VEREIT OP nor any Subsidiary of VEREIT is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or arrangement, including any Contract relating to any transaction or relationship between or among VEREIT, VEREIT OP or any Subsidiary of VEREIT, on the one hand, and any unconsolidated affiliate of VEREIT, VEREIT OP or any Subsidiary of VEREIT, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, VEREIT, VEREIT OP, or any Subsidiary of VEREIT or any of their financial statements or other SEC Documents of VEREIT. (v) Since December 31, 20092018, (A) neither ProLogis VEREIT nor any of its Subsidiaries nor, to the knowledge of ProLogisVEREIT, any Representative of ProLogis VEREIT or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of ProLogis VEREIT or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 20092018, including any material complaint, allegation, assertion or claim that ProLogis VEREIT or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to the knowledge of ProLogisVEREIT, no attorney representing ProLogis VEREIT or any of its Subsidiaries, whether or not employed by ProLogis VEREIT or any of its Subsidiaries, has reported to the Board of Directors of VEREIT or any committee thereof evidence of a material violation Violation of securities Laws, Laws or breach of fiduciary duty or similar violation, relating to periods after December 31, 20092018, by ProLogis VEREIT or any of its officers, trusteesdirectors, employees or agents to the Board of Trustees of ProLogis or any committee thereof or to any trustee or executive officer of ProLogisagents.