Common use of SEC Documents Clause in Contracts

SEC Documents. Gart has timely filed with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, the "Gart Reports"). As of their respective dates, the Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. Gart (a) RELP has timely filed with the SEC made available or will make available to AIP prior to July 31, 1997, each registration statement, report, ------------- proxy statement or information statement and 6 all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Reports"). The RELP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by Gart for all periods ending on or after December 31RELP under the Securities Act of 1933, 1999 as amended (collectivelythe "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Gart ReportsSecurities Laws"). As ) for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the Gart RELP Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of GartTo the RELP's subsidiaries is required to file any formsactual knowledge, reports or other documents with the SEC. Each each of the consolidated balance sheets of Gart and its subsidiaries RELP included in or incorporated by reference into the Gart RELP Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries RELP included in or incorporated by reference into the Gart RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or and cash flows, as the case may be, of Gart and its subsidiaries RELP for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes thereto, or as set forth in the RELP Reports, RELP has no material liabilities of Gart or any of its subsidiaries obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including RELP or in the notes thereto), other than: (x) prepared in accordance with generally accepted accounting principles consistently applied, except liabilities incurred since January 29, 2000 arising in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the since such date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofwhich would not have a RELP Material Adverse Effect.

SEC Documents. Gart The Company has timely filed with the SEC all documents required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Parent each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed by Gart for all periods ending on or after December 31, 1999 with the SEC (collectively, the "Gart Company Reports"). As of their its respective datesdate, the Gart Reports each Company Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SECSEC prior to the date hereof. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart the Company and its subsidiaries Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in stockholders' equity included in or incorporated by reference into the Gart Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders' equity, as the case may be, of Gart the Company and its subsidiaries Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments that would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities Except as and to the extent set forth on the consolidated balance sheet of Gart or the Company and its Subsidiaries included in the Company Reports, including all notes thereto, as of the date of such balance sheet, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including the Company or in the notes thereto)thereto prepared in accordance with generally accepted accounting principles consistently applied, other than: (x) than liabilities incurred since January 29or obligations which do not and are not reasonably likely to have, 2000 individually or in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the aggregate, a Company prior to the date hereofMaterial Adverse Effect.

SEC Documents. Gart RP has timely furnished CSI each registration statement, proxy statement or information statement, including all exhibits thereto, prepared by RP since August 29, 1997, including, without limitation, (a) its Annual Report on Form 10-K for its fiscal year ended May 31, 1998 (the "RP Balance Sheet Date"), which includes the consolidated balance sheet for RP as of such date (the "RP Balance Sheet") and RP's Quarterly Reports on Form 10-Q and Reports on Form 8-K filed since the filing of such Annual Report and (b) its proxy statement for its annual meeting of Stockholders held on October 1, 1998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 and the items in (collectivelya) and (b), the "Gart RP Reports"). ." As of their respective dates, the Gart RP Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder thereunder, and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The 1997 and 1998 consolidated financial statements of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart RP and its subsidiaries Subsidiaries included in or incorporated by reference into the Gart RP Reports (including the related notes and schedules) fairly presents present fairly, in all material respects, the consolidated financial position of Gart RP at May 31, 1997 and its subsidiaries as of its date 1998, and each of the consolidated statements results of income, retained earnings their operations and their cash flows of Gart such fiscal years in conformity with GAAP. Except as and its subsidiaries included in or incorporated by reference into to the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods extent set forth therein (subject toon the RP Balance Sheet, including all notes thereto, or as set forth in the case of unaudited statementsRP Reports or the RP Disclosure Schedule, normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or neither RP nor any of its subsidiaries Subsidiaries has any material liabilities or obligations of any kind whatsoever that would be nature (whether accrued, absolute, contingent or otherwise) whether or not required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including the notes thereto)RP prepared in accordance with GAAP, other than: (x) except liabilities incurred since January 29, 2000 arising in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed since such date which would not reasonably be expected to have, individually or in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofaggregate, an RP Material Adverse Effect.

SEC Documents. Gart Parent has timely filed with the SEC all documents required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed by Gart for all periods ending on or after December 31, 1999 with the SEC (collectively, the "Gart Parent Reports"). As of their its respective datesdate, the Gart Reports each Parent Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SECSEC prior to the date hereof. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart Parent and its subsidiaries Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries equity included in or incorporated by reference into the Gart Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in equity, as the case may be, of Gart Parent and its subsidiaries Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments that would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities Except as and to the extent set forth on the consolidated balance sheet of Gart or Parent and its Subsidiaries included in the Parent Reports, including all notes thereto, as of the date of such balance sheet, neither Parent nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including Parent or in the notes thereto)thereto prepared in accordance with generally accepted accounting principles consistently applied, other than: (x) than liabilities incurred since January 29or obligations which do not and are not reasonably likely to have, 2000 individually or in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofaggregate, a Parent Material Adverse Effect.

SEC Documents. Gart (a) AIP has timely made available or will make available to RELP prior to September 30, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, ------------- proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties since the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "AIP Reports"). The AIP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by Gart for all periods ending on or after December 31AIP under the Securities Laws. (b) To AIP's actual knowledge, 1999 (collectively, the "Gart Reports"). As as of their respective dates, the Gart AIP Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange ActLaws, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of GartTo AIP's subsidiaries is required to file any formsactual acknowledge, reports or other documents with the SEC. Each each of the consolidated balance sheets of Gart and its subsidiaries AIP included in or incorporated by reference into the Gart AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart AIP and its subsidiaries the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries AIP included in or incorporated by reference into the Gart AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart AIP and its subsidiaries the AIP Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities therein and except, in the case of Gart the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the AIP Reports, neither AIP nor any of its subsidiaries the AIP Subsidiaries has any material liabilities or obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including AIP or in the notes thereto), other than: (x) prepared in accordance with generally accepted accounting principles consistently applied, except liabilities incurred since January 29, 2000 arising in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the since such date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofwhich would not have an AIP Material Adverse Effect.

SEC Documents. Gart (a) Since December 31, 2018, Parent has timely filed or furnished with the SEC each reportall forms, ------------- proxy statement or information statement reports, schedules and statements required to be filed by Gart for all periods ending on or after December 31furnished under the Securities Act or the Exchange Act, 1999 respectively (such forms, reports, schedules and statements, as amended, collectively, the "Gart Reports"“Parent SEC Documents”). As of their respective filing dates, or, if amended prior to the Gart Reports date hereof, as of the date of (iand giving effect to) were prepared the last such amendment made prior to the date hereof, each of the Parent SEC Documents, complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and (ii) did not (or none of the Parent SEC Documents contained, when filed or, if amended or superseded by a subsequent filing prior to the date of this Agreement, then on as of the date of such filing did not) contain amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None . (b) The consolidated audited and unaudited interim financial statements of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries Parent included in or incorporated by reference into in the Gart Reports (Parent SEC Documents, including the related all notes and schedulesschedules thereto, complied in all material respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP, applied on a consistent basis during the periods indicated (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly presents present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments) the consolidated financial position position, results of Gart and its subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings stockholders’ equity and cash flows of Gart Parent and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsSubsidiaries, as of the case may be, of Gart respective dates thereof and its subsidiaries for the respective periods set forth indicated therein (subject tosubject, in the case of unaudited interim financial statements, to absence of notes and normal year-end audit adjustments that would adjustments). To the knowledge of Parent, as of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review and Parent does not be material in amount or effect), in each case in accordance have outstanding and unresolved comments from the SEC with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or respect to any of its subsidiaries the Parent SEC Documents. None of the Parent SEC Documents as of the date hereof is the subject of any kind whatsoever that would be required confidential treatment request by GAAP to be reflected on a consolidated Parent. (c) Other than any off-balance sheet of Gart (including financings as and to the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities extent specifically disclosed in the Gart Reports Parent SEC Documents filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company furnished prior to the date hereof, neither Parent nor any Subsidiary of Parent is a party to, or has any contract to become a party to, any joint venture, off-balance sheet partnership or any similar contractual arrangement, including any off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements or any Parent SEC Documents. (d) Parent has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From January 1, 2018 to the date of this Agreement, Parent’s auditors and the Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, process, summarize and report financial information or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting, and, in each case, neither Parent nor any of its Affiliates or Representatives has failed to disclose such information to Parent’s auditors or the Parent Board.

SEC Documents. Gart has timely The Company and its Subsidiaries have filed or furnished all required reports, schedules, registration statements and other documents and exhibits thereto with or to the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after since December 31, 1999 2005 and through the Business Day prior to the date of this Agreement (collectively, the "Gart Reports")“Company SEC Documents”) except as set forth on Company Disclosure Schedule 4.6. As of their respective datesdates of filing with or publicly furnishing to the SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing), the Gart Reports (i) were prepared Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed with or publicly furnished to the SEC (ii) did not (or or, if amended or superseded supplemented by a subsequent filing prior to the date hereof, as of this Agreement, then on the date of such filing did notlatest filing) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of Gart's subsidiaries is required to file any formsthe Company and its Subsidiaries, reports or other documents included in the Company SEC Documents complied, as of their respective dates of filing with the SEC. Each SEC (or, if amended or supplemented by a filing prior to the date hereof, as of the consolidated balance sheets date of Gart such latest filing), in all material respects with all applicable accounting requirements and its subsidiaries included in or incorporated by reference into with the Gart Reports (including the related notes published rules and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, as permitted by the requirements of Form 10-Q promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries (in the case of Company SEC Documents filed by the Company) or the entities purported to be presented therein (in the case of Company SEC Documents filed by Subsidiaries or separate accounts) and the consolidated results of operations, changes in shareholder’s equity and cash flows of such companies or entities as of the dates and for the periods shown (subject, in the case of any unaudited interim financial statements, to normal and recurring year-end audit adjustments that as permitted by Form 10-Q and Regulation S-X or that, individually or in the aggregate, would not reasonably be material in amount or effect), in each case in accordance expected to have a Material Adverse Effect with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior respect to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofCompany).

SEC Documents. Gart The Company has timely filed all required forms, reports and documents with the Securities and Exchange Commission (the "SEC") since December 31, 1995 (collectively, the "Company SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). All required Company SEC Reports have been filed with the SEC each reportand constitute all forms, ------------- proxy statement or information statement reports and documents required to be filed by Gart for all periods ending on or after the Company under the Securities Laws since December 31, 1999 (collectively, the "Gart Reports")1995. As of their respective dates, the Gart Company SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries the Company included in or incorporated by reference into the Gart Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart the Company and its subsidiaries the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries the Company included in or incorporated by reference into the Gart Company SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart the Company and its subsidiaries the Company Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto)therein and except, other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation case of the transactions contemplated unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act.

SEC Documents. Gart The Company has timely made available to CSLC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC each reportsince September 1, ------------- proxy statement or information statement required 1997 (as such documents have been amended to be filed by Gart for all periods ending on or after December 31, 1999 (collectivelydate, the "Gart ReportsCompany SEC Documents")) which constitute all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Gart Reports (i) were prepared Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or of 1933, as amended (the "Securities Act"), the Exchange ActAct and the Trust Indenture Act of 1939, as applicableamended (the "Trust Indenture Act"), as the case may be, and the respective rules and regulations of the SEC thereunder and applicable thereto (ii) did not (or if amended or superseded by a subsequent filing prior other than with respect to the date timely filing thereof), and none of this Agreementthe Company SEC Documents contained, then on at the date of such filing did not) contain time they were filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The consolidated financial statements of Gart's subsidiaries is required to file any forms, reports or other documents the Company included in the Company SEC Documents comply in all material respects with applicable accounting requirements and with the SEC. Each published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included SEC with respect thereto, have been prepared in or incorporated by reference into the Gart Reports accordance with U.S. generally accepted accounting principles (including the related notes and schedules"GAAP") fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for applied on a consistent basis during the periods set forth therein involved (subject toexcept as may be indicated in the notes thereto or, in the case of unaudited or interim statements, normal yearas permitted by Form 10-end audit adjustments that would not be material in amount or effect)Q of the SEC) and fairly present (subject, in each the case in accordance with generally accepted accounting principles consistently applied during of the unaudited or interim statements, to normal and recurring audit adjustments) the consolidated financial position of the Company and its Subsidiaries at the dates thereof and the consolidated results of their operations and cash flows for the periods involved ("GAAP")then ended. Since November 30, except as may be noted therein. There are no liabilities of Gart or 1998, neither the Company nor any of its subsidiaries of Subsidiaries has incurred any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart liabilities, except for (including the notes thereto), other than: (xi) liabilities or obligations incurred since January 29, 2000 in the ordinary course of business consistent with past practices; practice, including the Company's obligations under the "Fleet Agreement" (yas hereinafter defined), (ii) reasonable and customary fees and expenses liabilities incurred in connection with or as a result of this Agreement and the consummation of Merger and the transactions contemplated by the Merger Agreement; thereby, and (ziii) such other liabilities disclosed and obligations which, individually or in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofaggregate, are de minimis.

SEC Documents. Gart The Company has timely made available to Levy Acquisition Co. a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by the Company with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after since December 31, 1999 1997 (collectivelyas such documents have since the time of their filing been amended, the "Gart ReportsCompany SEC Documents"), which are all the documents (other than preliminary material) that the Company was required to file with the SEC since such date. As of their respective dates, the Gart Reports (i) were prepared the Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsExcept as disclosed in the Company Disclosure Letter, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each statements of the consolidated Company included in the Company SEC Documents (including, without limitation, the audited balance sheet and related statements of incomeoperations, retained earnings stockholders' equity and cash flows of Gart the Company and its subsidiaries included in or incorporated by reference into Subsidiaries for the Gart Reports (including any related notes and schedules) fairly presents the results of operationsfiscal year ended December 31, retained earnings or cash flows2001, as audited by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP (such balance sheet is referred to hereinafter as the case may be, of Gart "Balance Sheet" and its subsidiaries for the periods set forth therein (subject to, in Balance Sheet and related statements are referred to hereinafter as the case of unaudited statements, normal year"Year-end audit adjustments that would not be material in amount or effectEnd Financial Statements"), complied in each case all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis during the periods involved ("and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP"). As of December 31, except as may be noted therein. There are no liabilities of Gart or 2001, neither the Company nor any of its subsidiaries Subsidiaries had any liabilities or obligations of any kind whatsoever nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of Gart the Company and its Subsidiaries (including the notes thereto)) and which were not reflected on the Balance Sheet. Since December 31, other than: (x) 2001, except as and to the extent set forth in the Company SEC Documents and except for liabilities or obligations incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable practice and customary fees of substantially the same character, type and expenses magnitude as incurred in connection the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would have a Material Adverse Effect on the Company. All agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or other document with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofSEC.

SEC Documents. Gart CSLC has timely made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by it with the SEC each reportsince January 1, ------------- proxy statement or information statement required 1998 (as such documents have been amended to be filed by Gart for all periods ending on or after December 31, 1999 (collectivelydate, the "Gart ReportsCSLC SEC Documents")) which are all the documents (other than preliminary material) that CSLC was required to file with the SEC since such date. As of their respective dates, the Gart Reports (i) were prepared CSLC SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act and the Trust Indenture Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable thereto, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this AgreementCSLC SEC Documents contained, then on at the date of such filing did not) contain time they were filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The consolidated financial statements of Gart's subsidiaries is required to file any forms, reports or other documents CSLC included in the CSLC SEC Documents comply in all material respects with applicable accounting requirements and with the SEC. Each published rules and regulations of the consolidated balance sheets SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of Gart the unaudited or interim statements, as permitted by Form 10-Q of the SEC) and its subsidiaries included fairly present (subject, in the case of the unaudited or incorporated by reference into the Gart Reports (including the related notes interim statements, to normal and schedulesrecurring audit adjustments) fairly presents the consolidated financial position of Gart CSLC and its subsidiaries Subsidiaries as of its date at the dates thereof and each of the consolidated statements results of income, retained earnings their operations and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject tothen ended. Since September 30, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")1998, except as may be noted therein. There are no liabilities disclosed in the CSLC SEC Documents, none of Gart CSLC, Sub, the Trust or any of its subsidiaries of CSLC's other Subsidiaries has incurred any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart liabilities except for (including the notes thereto), other than: (xi) liabilities or obligations incurred since January 29, 2000 in the ordinary course of business consistent with past practices; practice, (yii) reasonable and customary fees and expenses such other liabilities incurred in connection with or as a result of the consummation of Merger and the transactions contemplated by the Merger Agreement; thereby, and (ziii) liabilities disclosed and obligations which insofar as reasonably can be foreseen would not, individually or in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofaggregate, result in a CSLC Material Adverse Effect.

SEC Documents. Gart (a) Since January 1, 2003, AmBev has timely filed with the SEC each reportall reports, ------------- proxy statement or information statement schedules, forms, statements and other documents required to be filed by Gart for all periods ending on or after December 31AmBev with the SEC, 1999 pursuant to Sections 13(a) and 15(d) of the Exchange Act (collectively, the "Gart ReportsAmBev SEC Documents"). . (b) As of their its respective datesdate (or, if amended, as of the Gart Reports (i) were prepared date of such amendment), each AmBev SEC Document complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations of the SEC promulgated thereunder applicable to such AmBev SEC Document, as the case may be, and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets financial statements of Gart and its subsidiaries AmBev included in or incorporated by reference into the Gart Reports AmBev SEC Documents (including the related "AmBev SEC Financial Statements") and the audited consolidated financial statements of AmBev for the year ended December 31, 2003 attached hereto as Schedule 2.09 (the "AmBev 2003 Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles of Brazil ("Brazilian GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and, as of the Closing Date, will be reconciled to U.S. GAAP, and schedules) fairly presents present the consolidated financial position of Gart AmBev and its consolidated subsidiaries as of its date the dates thereof and each of the consolidated statements results of income, retained earnings their operations and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein shown (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material adjustments). (c) Except as set forth in amount Schedule 2.10 or effect)as disclosed in the AmBev SEC Documents filed and publicly available prior to the date of this Agreement, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved AmBev 2003 Financial Statements or the Quinsa SEC Documents, ("GAAP"), except as may be noted therein. There i) there are no liabilities civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of Gart AmBev, threatened against any of AmBev or any of AmBev's subsidiaries, which have had or would reasonably be expected to have, individually or in the aggregate, an AmBev Material Adverse Effect and (ii) AmBev and its subsidiaries do not have any debts, liabilities or obligations of any kind whatsoever that would be required nature (whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, unasserted or otherwise) except for liabilities or obligations (A) disclosed, reflected or reserved against in (1) the AmBev SEC Documents filed and publicly available prior to the date of this Agreement, (2) the AmBev 2003 Financial Statements or (3) the Quinsa SEC Documents, (B) as otherwise contemplated by GAAP to be reflected this Agreement, (C) as set forth on a consolidated balance sheet of Gart Schedule 2.09, (including the notes thereto), other than: (xD) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with practice since the consummation date of the transactions contemplated by the Merger Agreement; AmBev 2003 Financial Statements and (zE) liabilities disclosed which have not had or would not reasonably be expected to have, individually or in the Gart Reports filed prior aggregate, an AmBev Material Adverse Effect. (d) AmBev and its subsidiaries do not have any liabilities or obligations of any nature required to be disclosed by Brazilian GAAP with reference to the date hereof AmBev 2003 Financial Statements, taken as a whole, except as disclosed, reflected or reserved against on Gart's most recent balance sheet delivered to in the Company prior to AmBev 2003 Financial Statements or the date hereofnotes thereto.

SEC Documents. Gart has timely The Company has, during the preceding 12 months, filed with the SEC each report, ------------- proxy statement or information statement all reports and other materials required to be filed by Gart for Regulation A of the Securities Act (“Reg A”), as applicable (all periods ending on or after December 31of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, 1999 (collectively, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the "Gart Reports"“SEC Documents”). As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, Reg A and the respective rules and regulations of the SEC promulgated thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior applicable to the date SEC Documents, and none of this Agreementthe SEC Documents, then on at the date of such filing did not) contain time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None As of Gart's subsidiaries is required to file any formstheir respective dates, reports or other documents with the SEC. Each financial statements of the consolidated balance sheets of Gart and its subsidiaries Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or incorporated by reference into the Gart Reports notes thereto, or (including ii) in the related notes case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and schedules) fairly presents present in all material respects the consolidated financial position of Gart and its subsidiaries the Company as of the dates thereof and the results of its date and each of the consolidated statements of income, retained earnings operations and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein then ended (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that would which will not be material material, either individually or in amount or effectthe aggregate), in each case in accordance with generally accepted accounting principles consistently applied during . For so long as the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or Purchaser shall hold any of its subsidiaries of any kind whatsoever that would be the Purchased Shares, the Company shall timely file all reports required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection filed with the consummation SEC pursuant to Reg A or the Exchange Act, as applicable, and the Company shall not, once it has securities registered under Section 12(b) or (g) of the transactions contemplated by Exchange Act, terminate its status as an issuer required to file reports under the Merger Agreement; Exchange Act even if the Exchange Act or the rules and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof regulations thereunder would no longer require or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofotherwise permit such termination.

SEC Documents. Gart The Company has timely filed with the Securities and Exchange Commission (the "SEC") all reports, statements, schedules and other documents (collectively, the "SEC each report, ------------- proxy statement or information statement Documents") required to be filed by Gart for all periods ending on or after December 31, 1999 it pursuant to the Securities Act and the Securities Exchange Act of ▇▇▇▇ (collectively, the ▇▇▇ "Gart Reports▇▇▇▇▇▇▇▇ ▇▇▇"). Since June 30, 2001, all SEC Documents required to be filed were timely filed. As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations thereunder of the SEC promulgated thereunder, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this AgreementSEC Documents, then on at the date of such filing did not) contain time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None As of Gart's subsidiaries is required their respective dates, the financial statements included in the SEC Documents (the "Financial Statements") complied as to file any forms, reports or other documents form in all material respects with applicable accounting requirements and the SEC. Each published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included SEC with respect thereto. Except (i) as may be indicated in the notes to the Financial Statements or incorporated by reference into the Gart Reports (including the related notes and schedulesii) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of the unaudited interim statements, normal yearas permitted by Form 10-end audit adjustments that would not be material in amount or effect)Q under the Exchange Act, in each case the Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied during and fairly present in all material respects the financial position of the Company and its subsidiaries as of the dates thereof and the results of its operations and cash flows for the periods involved then ended ("GAAP"subject, in the case of unaudited statements, to normal recurring year-end adjustments and footnotes). Except as set forth in the Financial Statements filed with the SEC prior to the date hereof, except as may be noted therein. There are no liabilities of Gart or neither the Company nor any of its subsidiaries of has any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto)liabilities, whether absolute, contingent or otherwise, other than: than (xi) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; subsequent to the date of such Financial Statements, (yii) reasonable obligations under contracts and customary fees commitments incurred in the ordinary course of business and expenses not required under generally accepted accounting principles to be reflected in such Financial Statements, which liabilities and obligations referred to in clauses (i) and (ii), individually or in the aggregate, are not material to the financial condition or operating results of the Company or any of its subsidiaries and (iii) liabilities and obligations incurred in connection with the consummation of Closing Documents and the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofthereby.

SEC Documents. Gart CEC has timely delivered or made available to the Noteholders each registration statement, report, definitive proxy statement or definitive information statement and all exhibits thereto filed since December 31, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC each report(collectively, ------------- proxy statement or information statement the "CEC Reports"). The CEC Reports, which, except as otherwise disclosed, were filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by Gart for all periods ending on or after December 31, 1999 (collectivelyCEC under the 33 Act, the Securities Exchange Act of 1934, as amended (the "Gart Reports34 Act")) and the rules and regulations promulgated thereunder. As of their respective dates, the Gart CEC Reports (ia) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities 33 Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder 34 Act and (iib) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, therein not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries CEC included in or incorporated by reference into the Gart CEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries CEC as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries CEC included in or incorporated by reference into the Gart CEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries CEC for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries therein and except, in the case of any kind whatsoever that would be required unaudited statements, as permitted by GAAP to be reflected on a consolidated balance sheet of Gart (including Form 10-Q promulgated under the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof34 Act.

SEC Documents. Gart (a) Since January 1, 2003, AmBev has timely filed with the SEC each reportall reports, ------------- proxy statement or information statement schedules, forms, statements and other documents required to be filed by Gart for all periods ending on or after December 31, 1999 AmBev with the U.S. Securities and Exchange Commission (collectively, the "Gart ReportsSEC"). , pursuant to Sections 13(a) and 15(d) of the Exchange Act (the "AmBev SEC Documents"). (b) As of their its respective datesdates (or, if amended, as of the Gart Reports (i) were prepared date of such amendment), each AmBev SEC Document complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations of the SEC promulgated thereunder applicable to such AmBev SEC Document and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets financial statements of Gart and its subsidiaries AmBev included in or incorporated by reference into the Gart Reports AmBev SEC Documents (including the related "AmBev SEC Financial Statements") and the audited consolidated financial statements of AmBev for the year ended December 31, 2003 attached hereto as Exhibit I (the "AmBev 2003 Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with Brazilian GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and schedules) fairly presents present the consolidated financial position of Gart AmBev and its consolidated subsidiaries as of its date the dates thereof and each of the consolidated statements results of income, retained earnings their operations and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein shown (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that would adjustments). (c) AmBev does not have any Liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required to be material in amount or effect), in each case in accordance disclosed by Brazilian GAAP with generally accepted accounting principles consistently applied during reference to the periods involved ("GAAP")AmBev 2003 Financial Statements as a whole, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be disclosed, reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to in the Company prior to AmBev 2003 Financial Statements or the date hereoffootnotes thereto.

SEC Documents. Gart Parent has timely filed with the SEC each report, ------------- proxy statement or information statement all documents required to be so filed by Gart for all periods ending on or after it since December 31, 1999 2008 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (collectively, the "Gart “Parent Reports"”). As of their its respective datesdate or, the Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreementhereof, then on the date of such filing filing, each Parent Report or as subsequently amended complied in all material respects with the applicable requirements of the Exchange Act, SOX and the rules and regulations thereunder and did not) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the The consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart Parent and its subsidiaries Parent Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in shareholders’ equity included in or incorporated by reference into the Gart Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in shareholders’ equity, as the case may be, of Gart Parent and its subsidiaries Parent Subsidiaries for the periods set forth therein (subject tosuch consolidated balance sheets and consolidated statements of operations, cash flows and changes in shareholders’ equity, each including the case notes and schedules thereto, the “Parent Financial Statements”). Parent Financial Statements (i) complied as to form in all material respects with the published rules and regulations of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case the SEC and (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities in the Parent Financial Statements or as permitted by Form 10-K, 10-Q or Form 8-K. Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Gart Parent as at December 31, 2009 (such balance sheet, together with all related notes and schedules thereto, the “Parent Balance Sheet”), Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or any of its subsidiaries obligation of any kind whatsoever that would be type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected on in a consolidated balance sheet of Gart (including Parent or disclosed in the notes thereto), other than: except for (xi) liabilities and obligations, incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with practice since the consummation date of the transactions contemplated by Parent Balance Sheet, that are not, individually or in the Merger Agreement; aggregate, material in amount, (ii) liabilities for performance under Parent Material Contracts that do not exceed $25,000 individually or $50,000 in the aggregate, and (ziii) liabilities disclosed described in Section 3.7 of the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofParent Disclosure Letter.

SEC Documents. Gart Transferee has timely filed with the SEC each reportUnited States Securities and Exchange Commission (the “SEC”) all forms, ------------- proxy statement or information statement registration statements, reports, schedules and statements required to be filed by Gart for it under the Exchange Act or Securities Act (all periods ending such documents filed on or after December 31prior to the Execution Date, 1999 (collectively, the "Gart Reports"“Transferee SEC Documents”). As The Transferee SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Transferee Financial Statements”), at the time filed (in the case of their respective datesregistration statements, the Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then solely on the date of such filing effectiveness) (except to the extent corrected by a subsequently filed Transferee SEC Document filed prior to the Execution Date) (i) did not) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents misleading and (ii) complied in all material respects with the SEC. Each applicable requirements of the consolidated balance sheets of Gart Exchange Act and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsSecurities Act, as the case may be, of Gart and its subsidiaries for . The Transferee Financial Statements were prepared in accordance with GAAP applied on a consistent basis during the periods set forth therein involved (subject toexcept as may be indicated in the notes thereto or, in the case of unaudited statements, normal as permitted by Form 10-Q of the SEC) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments that would not be adjustments) in all material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during respects the consolidated financial position and status of the business of Transferee as of the dates thereof and the consolidated results of its operations and cash flows for the periods involved ("GAAP"), except then ended. KPMG LLP is an independent registered public accounting firm with respect to Transferee and has not resigned or been dismissed as may be noted therein. There are no liabilities independent registered public accountants of Gart Transferee as a result of or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation any disagreement with Transferee on any matter of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof accounting principles or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofpractices, financial statement disclosure or auditing scope or procedures.

SEC Documents. Gart The Company has timely filed with the SEC each reportall forms, ------------- proxy statement or information statement reports, schedules, statements and other documents required to be filed with the SEC by Gart for all periods ending on or after the Company since December 31, 1999 1997 (collectivelytogether with and giving effect to, any amendments, supplements and exhibits thereto and any information incorporated therein by reference, the "Gart ReportsSEC DOCUMENTS"). No Subsidiary of the Company is required to file any form, report, schedule, statement or other document with the SEC. As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "SECURITIES ACT"), or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder and (ii) did not (or if amended applicable to such SEC Documents as of the date of the filing thereof. Except to the extent that information contained in any SEC Document has been revised or superseded by a subsequent filing prior to later filed SEC Document, none of the date of this Agreement, then on the date of such filing did not) contain SEC Documents contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports The financial statements (including the related notes) included in the SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of Gart the Company and its subsidiaries consolidated Subsidiaries as of its date the dates thereof and each their consolidated results of the consolidated statements of income, retained earnings operations and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein then ended (subject tosubject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that would not be material adjustments). Except as set forth in amount or effect)the SEC Documents and in SECTION 3.01(e) OF THE COMPANY DISCLOSURE SCHEDULE, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are Company and its Subsidiaries have no liabilities of Gart or any of its subsidiaries obligations of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart nature (including the notes theretowhether accrued, absolute, contingent or otherwise), other than: than (xi) other liabilities and obligations that were incurred since January April 29, 2000 in the ordinary course of business business, consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; practices and (zii) liabilities disclosed and obligations that, individually and in the Gart Reports filed prior aggregate, would not reasonably be expected to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofhave a Material Adverse Effect.

SEC Documents. Gart Undisclosed Liabilities. IPC and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") since October 1, 1998, and IPC has timely delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IPC and, to the extent applicable, its subsidiaries with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Gart ReportsSEC Documents"). As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not as of such dates (or and, if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did notfiling) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the The consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports financial statements (including the related notes notes) of IPC and schedulesof IXnet included in all SEC Documents filed since October 1, 1998 (the "SEC Financial Statements") fairly presents comply as to form in all material respects with applicable accounting requirements and the consolidated financial position of Gart published rules and its subsidiaries as of its date and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included have been prepared in or incorporated by reference into the Gart Reports accordance with generally accepted accounting principles (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of IPC and its consolidated subsidiaries or IXnet and its consolidated subsidiaries as the case may be as of the dates thereof and the consolidated results of their respective operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that would have not been and are not expected to be material in amount or effectamount). Except as set forth in Schedule 3.01(e), at the date of the most recent audited financial statements of IPC included in each case the SEC Documents filed by IPC or its subsidiaries since October 1, 1998 and prior to the date of this Agreement (the "Recent SEC Documents"), neither IPC nor any of its subsidiaries had, and since such date neither IPC nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, would reasonably be expected to have an IPC Material Adverse Effect. To the best of IPC's knowledge, (i) all historical financial statements supplied to Parent by IPC for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles consistently (except as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including indicated in the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in and fairly present the ordinary course consolidated financial position of business consistent with past practices; (y) reasonable IPC and customary fees and expenses incurred in connection with the consummation its consolidated subsidiaries as of the transactions contemplated by dates thereof and the Merger Agreement; consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (zii) liabilities disclosed all financial data so supplied for such periods is true and accurate in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofall material respects.

SEC Documents. Gart The Common Stock of VSCO is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Company has timely filed with the SEC each reportall reports, ------------- proxy statement or information statement schedules, forms, statements and other documents required to be filed by Gart for it with the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all periods ending of the foregoing including filings incorporated by reference therein being referred to herein as the “SEC Documents”). True and complete copies of all of the Commission Documents are available to the Purchasers through the Commission’s ▇▇▇▇▇ database on or after December 31, 1999 (collectively, the "Gart Reports")▇▇▇.▇▇▇.▇▇▇. As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or and/or the Exchange Act, as applicablethe case may require, and the respective rules and regulations promulgated thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain any SEC Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The consolidated financial statements of Gart's subsidiaries is required VSCO included in the SEC Documents comply as to file any forms, reports or other documents form in all material respects with applicable accounting requirements and the SEC. Each published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included SEC with respect thereto, have been prepared in or incorporated by reference into accordance with generally accepted accounting principles in the Gart Reports United States (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of VSCO as of the dates thereof and its consolidated statements of operations, Shareholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that would which were and are not be expected to have a material adverse effect on VSCO, its business, financial condition or results of operations). Except as and to the extent set forth on the consolidated balance sheet of VSCO as of December 31, 2006, including the notes thereto, or otherwise included in amount the schedules hereto, VSCO has no liability or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries obligation of any kind whatsoever that would be nature (whether accrued, absolute, contingent or otherwise and whether required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes theretoor not), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. Gart LZGI has timely filed all reports, schedules, forms, statements and other documents as required by the United States Securities and Exchange Commission (“SEC”) and LZGI has delivered or made available to Holdings all reports, schedules, forms, statements and other documents filed with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "Gart Reports"“LZGI SEC Documents”). As of their respective dates, the Gart Reports (i) were prepared The LZGI SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such LZGI SEC Documents, and none of the LZGI SEC Documents (iiincluding any and all consolidated financial statements included therein) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date as of such filing did not) contain date contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent revised or superseded by a subsequent filing with the SEC (a copy of Gart's subsidiaries is which has been provided to Holdings prior to the date of this Agreement), none of the LZGI SEC Documents contains any untrue statement of a material fact or omits to state any material fact or omitted to state a material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with the SEC. Each in light of the circumstances under which they were made, not misleading. The consolidated balance sheets financial statements of Gart and its subsidiaries LZGI included in or incorporated by reference into such LZGI SEC Documents (the Gart Reports (including “LZGI Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the related notes published rules and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be noted thereinindicated in the notes thereto) and fairly present the consolidated financial position of LZGI and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by LZGI’s independent accountants). There are no liabilities Except as set forth in the LZGI SEC Documents, at the date of Gart or the most recent audited financial statements of LZGI included in the LZGI SEC Documents, neither LZGI nor any of its subsidiaries had, and since such date neither LZGI nor any of such subsidiaries has incurred, any liabilities or obligations of any kind whatsoever that would nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be required by GAAP expected to be reflected on a consolidated balance sheet materially adverse to (a) the business, results of Gart operations, condition (including the notes theretofinancial or otherwise), other than: assets or liabilities of a Party or (xb) liabilities incurred since January 29, 2000 in the ordinary course ability of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with a Party to consummate the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofTransactions.

SEC Documents. Gart Undisclosed Liabilities; SAP Statements. (i) UNUM has timely filed all required reports, schedules, forms, statements and other documents with the SEC each reportsince January 1, ------------- proxy statement 1997 (including all filed reports, schedules, forms, statements and other documents whether or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 (collectivelynot required, the "Gart ReportsUNUM SEC Documents"). As of their respective dates, the Gart Reports (i) were prepared UNUM SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such UNUM SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain UNUM SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any UNUM SEC Document has been revised or superseded by a later filed UNUM SEC Document, none of Gart's subsidiaries is the UNUM SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents with the SEC. Each in light of the consolidated balance sheets circumstances under which they were made, not misleading. The financial statements of Gart and its subsidiaries UNUM included in or incorporated by reference into the Gart Reports (including UNUM SEC Documents comply as to form in all material respects with applicable accounting requirements and the related notes published rules and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included have been prepared in or incorporated by reference into the Gart Reports accordance with U.S. generally accepted accounting principles (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited statements, normal yearas permitted by Form 10-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently Q of the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including indicated in the notes thereto) and fairly present the consolidated financial position of UNUM and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments), other than: (x) . Except for liabilities and obligations incurred since January 29, 2000 in the ordinary course of business consistent with past practices; practice since the date of the most recent consolidated balance sheet included in the UNUM SEC Documents, neither UNUM nor any of its subsidiaries has any liabilities or obligations of any nature (ywhether accrued, absolute, contingent or otherwise) reasonable required by U.S. generally accepted accounting principles to be recognized or disclosed on a consolidated balance sheet of UNUM and customary fees its consolidated subsidiaries or in the notes thereto. (ii) UNUM conducts its material insurance operations through UNUM Life Insurance Company of America, First UNUM Life Insurance Company and expenses incurred Colonial Life and Accident Insurance Company (collectively, the "UNUM Insurance Subsidiaries"). Each of the UNUM Insurance Subsidiaries has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the "UNUM SAP Statements"). UNUM has delivered or made available to Provident all UNUM SAP Statements for each UNUM Insurance Subsidiary for the periods beginning January 1, 1996, each in the form (including exhibits, annexes and any amendments thereto) filed with the consummation of applicable state insurance regulatory agency. Financial statements included in the transactions contemplated UNUM SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared in conformity with statutory accounting practices prescribed or permitted by the Merger Agreement; applicable insurance regulatory authority consistently applied for the periods covered thereby and (z) liabilities disclosed present fairly the statutory financial position of such UNUM Insurance Subsidiaries as at the respective dates thereof and the results of operations of such UNUM Insurance Subsidiaries for the respective periods then ended. The UNUM SAP Statements complied in all material respects with all applicable laws, rules and regulations when filed, and no material deficiency has been asserted with respect to any UNUM SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. Except as indicated therein, all assets that are reflected on UNUM SAP Statements comply with the Insurance Laws with respect to admitted assets and are in an amount at least equal to the minimum amounts required by the Insurance Laws. The statutory balance sheets and income statements included in the Gart Reports filed prior UNUM SAP Statements have been audited by PricewaterhouseCoopers LLP and UNUM has delivered or made available to Provident true and complete copies of all audit opinions related thereto for periods beginning January 1, 1996. As promptly as practicable following the date hereof of this Agreement, UNUM will deliver or reserved against make available to Provident true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies received by UNUM on Gart's most recent balance sheet delivered or after January 1, 1996 relating to the Company prior to the date hereofUNUM Insurance Subsidiaries.

SEC Documents. Gart Buyer has timely filed all required reports, schedules, forms, statements and other documents with the SEC each reportSecurities and Exchange Commission (the "SEC") since April 1, ------------- proxy statement 1996 (together with later filed documents that revise or information statement required to be supersede earlier filed by Gart for all periods ending on or after December 31, 1999 (collectivelydocuments, the "Gart ReportsBuyer SEC Documents"). As of their respective dates, the Gart Reports (i) were prepared Buyer SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior applicable to such Buyer SEC Documents. None of the date of this Agreement, then on the date of such filing did not) contain Buyer SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of Gart's subsidiaries is required to file any forms, reports or other documents Buyer included in the Buyer SEC Documents complied as of their respective dates of filing with the SEC. Each SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included SEC with respect thereto, have been prepared in or incorporated by reference into the Gart Reports accordance with generally accepted accounting principles (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present the financial position of Buyer as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material adjustments). Except as set forth in amount or effect)the Buyer SEC Documents, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), and except as may be noted therein. There are no for liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities and obligations incurred since January 29, 2000 in the ordinary course of business consistent with past practices; practice, Buyer has no liabilities or obligations of any nature (ywhether accrued, absolute, contingent or otherwise) reasonable and customary fees and expenses incurred required by generally accepted accounting principles to be set forth in connection with the consummation a balance sheet of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed Buyer or in the Gart Reports filed prior to notes thereto which, individually or in the date hereof aggregate, would have a material adverse effect on the business or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofresults of operations of Buyer.

SEC Documents. Gart has timely filed with the SEC each ------------- report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, the "Gart Reports"). As of their respective dates, the Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. Gart Activision has timely filed with the SEC each reportall forms, ------------- proxy statement or information statement reports and documents required to be filed by Gart for all periods ending on or after December Activision since March 31, 1999 2001 under the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder (the "Securities Laws"), including, without limitation, (i) the Annual Report on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all Current Reports on form 8-K and (v) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "Gart Activision SEC Reports"), all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. As of their respective dates, the Gart Activision SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries Activision included in or incorporated by reference into the Gart Activision SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart Activision and its consolidated subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries Members' equity included in or incorporated by reference into the Gart Activision SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsflows and Members' equity, as the case may be, of Gart Activision and its consolidated subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto)therein and except, other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation case of the transactions contemplated unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act.

SEC Documents. Gart (a) Since January 1, 2014, Seller has timely filed or furnished with the SEC each reportall material forms, ------------- proxy statement or information statement schedules, prospectuses, registration statements, reports and other documents required to be filed or furnished by Gart for all periods ending on or after December 31, 1999 it with the SEC (collectivelythe “SEC Documents”). For the avoidance of doubt, the "Gart Reports"). SEC Documents do not include any forms, schedules, prospectuses, registration statements, reports and other documents filed or furnished by Aabaco Holdings, Inc. As of their Table of Contents respective dates, or, if amended or superseded, as of the Gart Reports date of such amendment or superseding filing or document so furnished, (i) were prepared the SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the Exchange ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as applicablethe case may be, and the respective applicable rules and regulations promulgated thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect. None No executive officer of Gart's subsidiaries is Seller has failed to make the certifications required by him or her under Section 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, with respect to file any formsSEC Document, reports or other documents except as disclosed in certifications filed with the SECSEC Documents. Each As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Seller relating to the SEC Documents. (b) The consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports financial statements (including the all related notes and schedules) of Seller included in the SEC Documents (i) complied as to form, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) fairly presents present in all material respects the consolidated financial position of Gart Seller and its subsidiaries consolidated Subsidiaries as at the respective dates thereof and their consolidated results of its date operations and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the respective periods set forth therein then ended (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments described therein, including in any notes thereto), (iii) have been prepared in all material respects in accordance with the Books and Records of Seller and its consolidated Subsidiaries, and (iv) have been prepared in accordance with GAAP applied on a consistent basis during the periods indicated (except as may be indicated therein or in the notes thereto and subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material in amount or effectand to the absence of notes), in each case in accordance with generally accepted accounting principles consistently applied during . (c) Neither Seller (to the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or extent related to the Business) nor any of its subsidiaries of the Business Subsidiaries is a party to, nor does it have any kind whatsoever that would be required by GAAP commitment to be reflected on become a consolidated party to material “off-balance sheet arrangements” (as defined in Item 303(a) of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation Regulation S-K of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofSEC).

SEC Documents. Gart (a) Parent has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to the Company each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed by Gart for all periods ending on or after December 31, 1999 with the SEC (collectively, the "Gart “Parent Reports"”). As of their its respective datesdate, the Gart Reports each Parent Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act or each of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and other Applicable Law, as applicablethe case may be, and and, in each case, the respective applicable rules and regulations of the SEC thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been corrected by subsequent filings with the SEC. SEC prior to the date hereof. (b) Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Parent Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Gart Parent and its subsidiaries Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in shareholders’ equity included in or incorporated by reference into the Gart Parent Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, retained earnings cash flows or cash flowschanges in shareholders’ equity, as the case may be, of Gart Parent and its subsidiaries Subsidiaries for the periods set forth therein therein; each of such statements (subject toincluding the related notes, where applicable) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, normal yearas permitted by Rule 10-end audit adjustments that 01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to Parent and has not resigned or been dismissed as independent registered public accountants of Parent. (c) Since January 1, 2007, (A) the exercise price of each Parent Option has been no less than the Fair Market Value (as defined or determined under the terms of the respective Parent Benefit Plan under which such Parent Option was granted) of a Parent ADS as determined on the date of grant of such Parent Option, and (B) all grants of Parent Options were validly issued and properly approved by the Board of Directors of Parent (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in Parent’s financial statements referred to in Section 4.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be material reasonably likely to have or result in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofParent Material Adverse Effect.

SEC Documents. Gart (a) Since January 1, 1996, the Company has timely filed with the SEC each reportCommission all reports, ------------- proxy statement or information statement schedules, statements and other documents required to be filed by Gart for it under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act (as such documents have been filed prior to the date hereof, and amended since the time of their filing prior to the date hereof, and in each case including all periods ending on or after December 31exhibits and schedules thereto and documents incorporated by reference therein, 1999 (collectively, the "Gart ReportsCompany SEC Documents"). As of their respective datesdates (or if amended or superseded by a filing prior to the date hereof, then on the date of such filing), the Gart Reports (i) were prepared Company SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and none of the respective rules Company SEC Documents (including any and regulations thereunder and (iiall financial statements included therein) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each The consolidated financial statements of the consolidated balance sheets of Gart and its subsidiaries Company included in all of the Company SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the Commission) applied on a consistent basis during the periods involved (except as may be indicated therein or incorporated by reference into in the Gart Reports (including the related notes thereto) and schedules) fairly presents present the consolidated financial position of Gart the Company and its consolidated subsidiaries as at the dates thereof and the results of its date and each of the consolidated statements of income, retained earnings their operations and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein then ended (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material adjustments). (b) Except as set forth in amount or effect)the Company SEC Documents, in each case in accordance with generally accepted accounting principles consistently applied during neither the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or Company nor any of its subsidiaries has any liability or obligation of any kind whatsoever that nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including sheet, or in the notes thereto), other than: prepared in accordance with GAAP, except for (xi) liabilities and obligations incurred since January 29, 2000 in the ordinary course of business consistent with past practices; practice since January 1, 1998 which could not reasonably be expected to have a Material Adverse Effect, and (yii) reasonable liabilities incurred under this Agreement. (c) The Company has heretofore made available or promptly shall make available to Parent a complete and customary fees and expenses incurred in connection correct copy of any amendments or modifications, which have not yet been filed with the consummation of Commission, to agreements, documents or other instruments which previously have been filed with the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior Commission pursuant to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act.

SEC Documents. Gart (i) CPA16 has timely filed made available to CPA14 (by public filing with the SEC or otherwise) a true and complete copy of each report, ------------- schedule, registration statement and definitive proxy statement or information statement filed by CPA16 with the SEC since January 1, 2007 (the “CPA16 SEC Documents”) which are all of the documents required to be have been filed by Gart for all periods ending on or after December 31, 1999 (collectively, CPA16 with the "Gart Reports")SEC since that date. As of their respective dates, the Gart Reports (i) were prepared CPA16 SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act, the Exchange Act or the Exchange SOX Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such CPA16 SEC Documents and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain CPA16 SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later CPA16 SEC Documents filed and publicly available prior to the date of this Agreement. None CPA16 does not have any outstanding and unresolved comments from the SEC with respect to the CPA16 SEC Documents. The consolidated financial statements of Gart's subsidiaries is required CPA16 and CPA16 Subsidiaries included in the CPA16 SEC Documents complied as to file any forms, reports or other documents form in all material respects with the SEC. Each applicable accounting requirements and the published rules and regulations of the consolidated balance sheets SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of Gart the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and its subsidiaries included fairly presented, in or incorporated by reference into accordance with applicable requirements of GAAP and the Gart Reports applicable rules and regulations of the SEC (including subject, in the related notes and schedules) fairly presents case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of Gart CPA16 and its subsidiaries the CPA16 Subsidiaries, taken as a whole, as of its date their respective dates and each of the consolidated statements of income, retained earnings income and the consolidated cash flows of Gart CPA16 and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries CPA16 Subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect)presented therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")case, except as may be noted therein. There are no liabilities of Gart to the extent such financial statements have been modified or any of its subsidiaries of any kind whatsoever that would be required superseded by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable later CPA16 SEC Documents filed and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed publicly available prior to the date hereof of this Agreement. No CPA16 Subsidiary is required to make any filing with the SEC. (ii) CPA16 maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or reserved against specific authorizations, (B) access to assets is permitted only in accordance with management’s general or specific authorization and (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (iii) CPA16’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to ensure that (A) all information (both financial and non-financial) required to be disclosed by CPA16 in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (B) all such information is accumulated and communicated to CPA16’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of CPA16 required under the Exchange Act with respect to such reports. (iv) Since December 31, 2009, CPA16 has not received any notification of (A) a “significant deficiency” or (B) a “material weakness” in CPA16’s internal controls. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on Gart's most recent balance sheet delivered to the Company prior to the date hereofof this Agreement.

SEC Documents. Gart has timely The filings required to be made by Duke and its Subsidiaries since December 31, 1993 under the Securities Act, the Exchange Act, the Power Act, the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), the 1935 Act, and applicable North Carolina and South Carolina laws and regulations have been filed with the SEC SEC, FERC, the Nuclear Regulatory Commission, the NCUC and the PSCSC, as the case may be, and Duke has complied in all material respects with all requirements of such acts, laws and rules and regulations thereunder with such exceptions as would not in the aggregate have a Material Adverse Effect on Duke. Duke has made available to PanEnergy a true and complete copy of each report, ------------- schedule, registration statement, definitive proxy statement or information statement required to be other document filed by Gart for all periods ending on Duke or after any of its Subsidiaries with the SEC since December 31, 1999 1993 (collectively, the "Gart ReportsDuke SEC Documents"). As of their respective dates, the Gart Reports (i) were prepared Duke SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such Duke SEC Documents, with such exceptions as would not in the aggregate have a Material Adverse Effect on Duke, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain Duke SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of Gart's subsidiaries is required Duke included in the Duke SEC Documents complied as to file any formsform in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, reports or other documents were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. Each ) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the consolidated balance sheets unaudited statements, to normal, recurring adjustments, none of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and scheduleswhich will be material) fairly presents the consolidated financial position of Gart Duke and its consolidated subsidiaries as of its date their respective dates and each of the consolidated statements results of income, retained earnings operations and the consolidated cash flows of Gart Duke and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its consolidated subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted presented therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. Gart Seller has timely made available to Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Seller with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December since March 31, 1999 1994 (collectivelyas such documents have since the time of their filing been amended, the "Gart ReportsSeller SEC Documents")) which are all of the documents (other than preliminary material) that Seller was required to file with the SEC since such date. As of their respective dates, the Gart Reports (i) were prepared Seller SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "1933 Act"), or the Securities Exchange ActAct of 1934, as applicableamended, as the case may be, and the respective rules and regulations of the SEC thereunder applicable to such Seller SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain Seller SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of Gart's subsidiaries is required Seller included in the Seller SEC Documents comply as to file any forms, reports or other documents form in all material respects with applicable accounting requirements and with the SEC. Each published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities indicated in the notes thereto or, in the case of Gart or any the unaudited statements, as permitted by Form 10-QSB of the SEC) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments) the consolidated financial position of Seller as at the dates thereof and the consolidated results of its subsidiaries operations and cash flows for the periods then ended. To the best of its knowledge Seller is not now, nor has it ever been, the subject of any kind whatsoever that would be required inquiry or other investigation by GAAP to be reflected on a consolidated balance sheet of Gart the SEC (including the notes thereto"SEC Investigation"), other than: (x) liabilities incurred since January 29nor, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof best knowledge of Seller, is any such SEC Investigation pending or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofthreatened.

SEC Documents. Gart (a) Company has timely filed with previously delivered (except to the SEC extent such filings are publicly available on the ▇▇▇▇▇ system) to Acquiror each registration statement, report, ------------- proxy statement or information statement (other than preliminary materials) filed by Company with the SEC since January 1, 2002, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof, and Company has timely filed all forms, reports and documents required to be filed by Gart for all periods ending on or after December 31it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since January 1, 1999 (collectively, the "Gart “Company Reports"”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Gart Company Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as applicable, and the respective rules and regulations thereunder and complied with the requirements thereof including all of the then applicable accounting requirements and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart Company and its subsidiaries Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries stockholders’ equity included in or incorporated by reference into the Gart Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of Gart Company and its subsidiaries Subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except except, in the case of unaudited statements, for normal year-end audit adjustments and as otherwise may be noted therein. There The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the rules and regulations of the SEC promulgated thereunder with respect to the Company Reports filed since such certifications have been required. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are no liabilities effective to ensure that all material information concerning Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Gart Company’s filings with the SEC and other public disclosure documents. Since January 1, 1999, Company has not received notice from the SEC or any other Governmental Entity that any of its subsidiaries accounting policies or practices are the subject of any kind whatsoever that would be required review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by GAAP to be reflected on a consolidated balance sheet of Gart the SEC. (including the notes thereto), other than: (xc) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection Company has not filed any report with the consummation SEC or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as of the transactions contemplated by the Merger date of this Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof, remains confidential.

SEC Documents. Gart uKarma hereby makes reference to all documents it has timely filed with the SEC each reportUnited States Securities and Exchange Commission (the “SEC”), ------------- proxy statement or information statement required to be filed by Gart for all periods ending some of which are posted on or after December 31the SEC’s website, 1999 ▇▇▇.▇▇▇.▇▇▇ (collectively, the "Gart Reports"“SEC Documents”). The SEC Documents constitute all of the documents and reports that uKarma was required to file with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder by the SEC since the effectiveness of uKarma’s Form SB-2. As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or and/or the Exchange Act, as applicablethe case may require, and the respective rules and regulations promulgated thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain any SEC Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The consolidated financial statements of Gart's subsidiaries is required uKarma included in the SEC Documents comply as to file any forms, reports or other documents form in all material respects with applicable accounting requirements and the SEC. Each published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included SEC with respect thereto, have been prepared in or incorporated by reference into accordance with generally accepted accounting principles in the Gart Reports United States (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the financial position of uKarma as of the dates thereof and its consolidated statements of operations, shareholders’ equity and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments that would which were and are not be expected to have a material in amount adverse effect on uKarma, its business, financial condition or effectresults of operations). Except as and to the extent set forth on the balance sheet of uKarma as of March 31, in each case in accordance with generally accepted accounting principles consistently applied during 2010, including the periods involved ("GAAP")notes thereto, except as may be noted therein. There are uKarma has no liabilities of Gart liability or any of its subsidiaries obligation of any kind whatsoever that would be nature (whether accrued, absolute, contingent or otherwise and whether required by GAAP to be reflected on a consolidated balance sheet of Gart (including or not). Neither uKarma nor its officers or directors have received any correspondence from the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against SEC commenting on Gart's most recent balance sheet delivered to the Company prior to the date hereofany SEC Document.

SEC Documents. Gart Global has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Santa Fe each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed by Gart for all periods ending on or after December 31, 1999 with the SEC (collectively, the "Gart Global Reports"). As of their its respective datesdate, the Gart Reports each Global Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SECSEC prior to the date hereof. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Global Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart Global and its subsidiaries Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in stockholders' equity included in or incorporated by reference into the Gart Global Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders' equity, as the case may be, of Gart Global and its subsidiaries Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments that would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP Except as and to be reflected the extent set forth on a the consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 Global and its Subsidiaries included in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports most recent Global Report filed prior to the date hereof of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Global nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against on Gart's most recent in, a balance sheet delivered of Global or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the Company prior to the date hereofaggregate, a Global Material Adverse Effect.

SEC Documents. Gart The Company has timely filed all required reports, schedules, forms, statements and other documents with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 Commission. (collectively, the "Gart ReportsSEC Documents"). As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, the case may be and the respective rules and regulations of the Commission promulgated thereunder applicable to such SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent that information contained in any SEC Document has been revised or superseded by a later filed SEC Document. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each The financial statements of the consolidated balance sheets of Gart and its subsidiaries Company included in or incorporated by reference into the Gart Reports (including SEC Documents comply as to form in all material respects with applicable accounting requirements and the related notes published rules and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each regulations of the consolidated statements of incomeCommission with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included have been prepared in or incorporated by reference into the Gart Reports accordance with GAAP (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited statements, normal yearstatements as permitted by Form 10-end audit adjustments that would not be material in amount Q or effect), in each case in accordance with generally accepted accounting principles consistently Form 10-QSB) applied on a consistent basis during the periods involved ("GAAP"), except as may be noted thereinindicted in the notes thereto) and fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cash flows for the period then ending in accordance with GAAP (subject, in the case of the unaudited statements, to normal year end audit adjustments). There are no Except as set forth in the filed SEC Documents, neither the Company nor any Subsidiaries has any liabilities of Gart or any of its subsidiaries obligations of any kind whatsoever that would be nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be reflected set forth on a consolidated balance sheet of Gart (including the Company and its consolidated subsidiaries or in the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable thereto and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior which could reasonably be expected to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofhave a Material Adverse Effect.

SEC Documents. Gart (a) Trega has timely filed with the SEC each report, ------------- proxy statement or information statement all reports required to be filed by Gart it with the Securities and Exchange Commission (the "SEC") since June 30, 1997, and Trega has furnished, or made available to NaviCyte, true, correct and complete copies of Trega's Annual Report on Form 10- K for all periods ending on or after the year ended December 31, 1999 1997 and Trega's Quarterly Report on Form 10-Q for the quarter ended June 30, 1998 (collectively, the "Gart ReportsTREGA SEC DOCUMENTS"). As of their respective dates, the Gart Reports (i) were prepared each Trega SEC Document complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Actof 1934, as applicableamended (the "1934 ACT"), and none of the Trega SEC Documents, as of their respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreementdates, then on the date of such filing did not) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None . (b) Each of Gart's subsidiaries is required to file the audited consolidated financial statements (including, in each case, any forms, reports or other documents notes thereto) contained in the Trega SEC Documents was prepared in accordance with GAAP throughout the SECperiods indicated. Each of the consolidated balance sheets of Gart and its subsidiaries included financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the Gart Reports (including the related notes and schedules) Trega SEC Documents fairly presents presented in all material respects the consolidated financial position position, results of Gart operations and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings changes in stockholders' equity and cash flows of Gart Trega and its consolidated subsidiaries included in or incorporated by reference into as at the Gart Reports (including any related notes respective dates thereof and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the respective periods set forth indicated therein (subject tosubject, in the case of unaudited statements, to (i) normal year-end audit adjustments that would which are not expected, individually or in the aggregate, to be material in amount or effectand (ii) the absence of all GAAP notes to such financial statements). (c) Except (i) to the extent set forth on the balance sheet of Trega as at June 30, in each case in accordance with generally accepted accounting principles consistently applied during 1998, including the periods involved notes thereto (the "GAAPTREGA BALANCE SHEET"), except (ii) as may be noted therein. There are no liabilities of Gart set forth on SCHEDULE 4 attached hereto or (iii) as disclosed in any of its subsidiaries Trega SEC Document, Trega does not have any liability or obligation of any kind whatsoever that nature (whether accrued, absolute, contingent or otherwise) which would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including sheet, or in the notes thereto), other than: (x) prepared in accordance with GAAP which would have a material adverse effect on the assets, business or results of operations of Trega, except for liabilities and obligations incurred since January 29, 2000 in the ordinary course of business consistent with past practices; practice since December 31, 1997. (yd) reasonable With respect to those agreements, documents and customary fees other instruments that have been filed by Trega as exhibits to Trega SEC Documents and expenses incurred in connection that are material to Trega's business as of the date of this Agreement, Trega has made available to NaviCyte complete and correct copies of all material amendments and modifications thereto (if any) that have not been filed by Trega with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofSEC.

SEC Documents. Gart has Borrower shall timely filed file with the Commission and provide Lender, within five (5) days after the filing thereof, copies of all SEC each report, ------------- proxy statement or information statement Documents that are required to be filed by Gart for U.S. corporations that are subject to the reporting requirements of the Securities Exchange Act. In addition, Borrower shall timely file with AMEX (or any other national securities exchange) and provide Lender, within five (5) days after the filing thereof, copies of all periods ending on or after December 31SEC Documents required to be filed therewith. Each SEC Document to be filed by Borrower, 1999 (collectively, the "Gart Reports"). As of their respective dates, the Gart Reports (i) were prepared in all material respects in accordance when filed with the Commission or AMEX (or on any other national securities exchange), as the case may be, will comply with all applicable requirements of the Securities Act, the Securities Exchange Act or the Exchange ActAMEX (or other national securities exchange) rules, as applicablethe case may be, and the respective rules and regulations thereunder and (ii) did will not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of Gart's subsidiaries is required Borrower and its Subsidiaries to file any formsbe included in each SEC Document will comply as to form, reports or other documents as of the date of its filing with the SEC. Each Commission, with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included Commission with respect thereto, will be prepared in or incorporated by reference into the Gart Reports accordance with GAAP (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited statements, as permitted by the Commission) and will fairly present the consolidated financial position of Borrower and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable practices and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofconsistently applied).

SEC Documents. Gart Kranzco has timely filed all required forms, reports and documents with the SEC since November 19, 1992 (the "Kranzco Reports"). The Kranzco Reports were filed with the SEC each reportin a timely manner and constitute all forms, ------------- proxy statement or information statement reports and documents required to be filed by Gart for all periods ending on or after December 31, 1999 (collectivelyKranzco under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Gart ReportsSecurities Laws"). As of their respective dates, the Gart Kranzco Reports (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries Kranzco included in or incorporated by reference into the Gart Kranzco Reports (including the related notes and schedules) fairly presents presents, in all material respects the consolidated financial position of Gart Kranzco and its subsidiaries the Kranzco Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries Kranzco included in or incorporated by reference into the Gart Kranzco Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings or cash flows, as the case may be, of Gart Kranzco and its subsidiaries the Kranzco Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q or Form 8-K of the SEC. Funds from Operations for Kranzco set forth in the Kranzco Reports, including the financial statements included in or incorporated by reference in the Kranzco Reports (including any related notes and schedules) for the periods set forth therein, was calculated in accordance with applicable NAREIT guidelines then in effect consistently applied during the periods involved. There are no liabilities All offerings of Gart securities by Kranzco or any of its subsidiaries of Kranzco Subsidiary were effected in compliance with applicable law and no party participating in such offerings has any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofrescission rights resulting therefrom.

SEC Documents. Gart (a) Acquiror has timely filed with previously delivered (except to the SEC extent such filings are publicly available on the ▇▇▇▇▇ system) to Company each registration statement, report, ------------- proxy statement or information statement (other than preliminary materials) filed by Acquiror with the Securities and Exchange Commission (“SEC”) since January 1, 2002, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof, and Acquiror has timely filed all forms, reports and documents required to be filed by Gart for all periods ending on or after December 31it with the SEC pursuant to relevant securities statutes, regulations, policies and rules since January 1, 1999 (collectively, the "Gart “Acquiror Reports"”). As of their respective datesdates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as of the date so amended, supplemented or superseded), the Gart Acquiror Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as applicable, and the respective rules and regulations thereunder and complied with the requirements thereof, including all of the then applicable accounting requirements and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Acquiror Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart Acquiror and its subsidiaries Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries stockholders’ equity included in or incorporated by reference into the Gart Acquiror Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of Gart Acquiror and its subsidiaries Subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except except, in the case of unaudited statements, for normal year-end audit adjustments and as otherwise may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be . (b) Acquiror maintains disclosure controls and procedures required by GAAP Rule 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to be reflected ensure that all material information concerning Acquiror and its Subsidiaries is made known on a consolidated balance sheet timely basis to the individuals responsible for the preparation of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection Acquiror’s filings with the consummation of the transactions contemplated by the Merger Agreement; SEC and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofother public disclosure documents.

SEC Documents. Gart (a) The Company has timely filed with the SEC delivered or made available to Parent true and complete copies of each reportregistration statement, ------------- proxy statement or information statement statement, form, report and other documents required to be filed by Gart for all periods ending on or after December 31it with the Securities and Exchange Commission (the "SEC") since January 1, 1999 1996 (collectively, the "Gart Company SEC Reports"). As of their respective dates, the Gart Company SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by the Company with the SEC after the date of this Agreement (i) were prepared complied, or, with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as applicable, and the respective rules and regulations thereunder Act and (ii) did not, or, with respect to those not (or if amended or superseded by a subsequent filing prior to the date of this Agreementyet filed, then on the date of such filing did will not) , contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. . (b) Each of the consolidated balance sheets of Gart and its subsidiaries the Company included in or incorporated by reference into the Gart Company SEC Reports (including the related notes and schedules) fairly presents fairly, in all material respects, the consolidated financial position of Gart the Company and its subsidiaries consolidated Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries the Company included in or incorporated by reference into the Gart Company SEC Reports (including any related notes and schedules) fairly presents fairly, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Gart the Company and its subsidiaries Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities . (c) Except as set forth in the Recent Company SEC Reports (as defined below) or in Section 2.8 of Gart or the Disclosure Schedule and except for the transactions expressly contemplated hereby, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a balance sheet of the Company or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Gart the Company as of February 2, 1997 and (including the notes thereto), other than: (xii) liabilities incurred since January 29, 2000 or obligations arising in the ordinary course of business consistent with past practices; (yincluding trade indebtedness) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed since February 2, 1997 which would not, individually or in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofaggregate, have a Material Adverse Effect.

SEC Documents. Gart Dynegy has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available (in paper form or via the internet) to Enron each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed by Gart for all periods ending on or after December 31, 1999 with the SEC (collectively, the "Gart Dynegy Reports"). As of their its respective datesdate, the Gart Reports each Dynegy Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SECSEC prior to the date hereof. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Dynegy Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart Dynegy and its subsidiaries consolidated Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in shareholders' equity included in or incorporated by reference into the Gart Dynegy Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in shareholders' equity, as the case may be, of Gart Dynegy and its subsidiaries consolidated Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments that would which will not be material in amount or effectmaterial), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities Except as and to the extent set forth on the consolidated balance sheet of Gart or Dynegy and its consolidated Subsidiaries included in the most recent Dynegy Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, neither Dynegy nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including Dynegy or in the notes thereto)thereto prepared in accordance with generally accepted accounting principles consistently applied, other than: (x) than liabilities or obligations which are incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with since the consummation date of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed balance sheet included in the Gart Reports most recent Dynegy Report filed prior to the date hereof of this Agreement and liabilities or reserved against on Gart's most recent obligations which do not and are not reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in such balance sheet delivered have been taken other than reserves or adjustments which do not and are not reasonably likely to have, individually or in the Company prior to the date hereofaggregate, a Dynegy Material Adverse Effect.

SEC Documents. Gart Pride has timely filed with the SEC all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Pride and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2001 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Pride has made available to Marine each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed by Gart for all periods ending on or after December 31, 1999 with the SEC (collectively, the "Gart Pride Reports"). As of their its respective datesdate, the Gart Reports each Pride Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SECSEC prior to the date hereof. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Pride Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart Pride and its subsidiaries Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in shareholders' equity included in or incorporated by reference into the Gart Pride Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in shareholders' equity, as the case may be, of Gart Pride and its subsidiaries Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments that would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities Except as and to the extent set forth on the most recent consolidated balance sheet of Gart or Pride and its Subsidiaries included in Pride Reports, including all notes thereto, as of the date of such balance sheet, neither Pride nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including Pride or in the notes thereto)thereto prepared in accordance with generally accepted accounting principles consistently applied, other than: (x) than liabilities incurred since January 29or obligations which do not and are not reasonably likely to have, 2000 individually or in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofaggregate, a Pride Material Adverse Effect.

SEC Documents. Gart (a) BPW has timely filed with the SEC each reportall reports, ------------- proxy statement or information statement schedules, statements and other documents required to be filed by Gart for all periods ending on or after December 31, 1999 BPW with the SEC since the IPO (collectively, the "Gart “BPW SEC Reports"”). As of their respective dates, with respect to BPW SEC Reports filed pursuant to the Gart Exchange Act, and as of their respective effective dates, as to BPW SEC Reports filed pursuant to the Securities Act, the BPW SEC Reports (i) were prepared complied, or with respect to those not yet filed, will comply, in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not, or with respect to those not (or if amended or superseded by a subsequent filing prior to the date of this Agreementyet filed, then on the date of such filing did will not) , contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. . (b) Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart BPW SEC Reports (including the related notes and schedules) fairly presents presents, in all material respects, the consolidated financial position of Gart and its subsidiaries BPW as of its date date, and each of the consolidated statements of income, retained earnings stockholders’ equity and cash flows of Gart and its subsidiaries BPW included in or incorporated by reference into the Gart BPW SEC Reports (including any related notes and schedules) fairly presents presents, in all material respects, the results of operations, retained earnings or operations and cash flows, as the case may be, of Gart and its subsidiaries BPW for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are therein and, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) BPW has no liabilities of Gart or any of its subsidiaries obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a balance sheet of BPW or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of Gart BPW as of September 30, 2009, (including the notes thereto), other than: (xii) liabilities incurred since January 29, 2000 or obligations arising in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; including trade indebtedness), and (ziii) liabilities disclosed or obligations which would not, individually or in the Gart Reports filed prior aggregate, reasonably be expected to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofhave a BPW Material Adverse Effect.

SEC Documents. Gart Except as set forth in Schedule 2.5(a) hereof, the Corporation has timely filed with the SEC each report, ------------- proxy statement or information statement all documents required to be filed by Gart for all periods ending on or after December 31, 1999 it with the Securities and Exchange Commission (collectively, the "Gart ReportsSEC")) since January 1, 1996. As of their respective dates, all documents filed by the Gart Reports Corporation with the SEC since January 1, 1996 (ithe "SEC Documents") were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and none of the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any SEC Documents included an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The consolidated financial statements of Gart's subsidiaries is required the Corporation included in the SEC Documents complied as to file any forms, reports or other documents form in all material respects with the SEC. Each applicable accounting requirements and the published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently (except, in the case of the unaudited statements, as permitted by Form 10-QSB of the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart indicated therein or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including in the notes thereto) and fairly present the consolidated financial position of the Corporation and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein). Except as set forth in the SEC Documents and Schedule 2.5(b) hereof, other than: (x) liabilities incurred since January 291, 2000 1998, (i) there has been no change in the assets, liabilities or financial condition of the Corporation, except for changes in the ordinary course of business consistent with past practices; which individually or in the aggregate have not been materially adverse, and (yii) reasonable and customary fees and expenses incurred in connection with the consummation condition (financial or otherwise), results of operations or business, prospects or property of the transactions contemplated Corporation has not been materially adversely affected by the Merger Agreement; and (z) liabilities disclosed any occurrence, state of facts or development, individually or in the Gart Reports filed prior to the date hereof aggregate, whether or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofnot insured against.

SEC Documents. Gart The Company has timely filed all required forms, reports and documents with the Commission since the Company's initial public offering in November 1995 (collectively, the "Company SEC Reports"), all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). All required Company SEC Reports have been filed with the SEC each reportCommission and constitute all forms, ------------- proxy statement or information statement reports and documents required to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, the "Gart Reports")Company under the Securities Laws since the Company's initial public offering in November 1995. As of their respective dates, the Gart Company SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries the Company included in or incorporated by reference into the Gart Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart the Company and its subsidiaries the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries the Company included in or incorporated by reference into the Gart Company SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart the Company and its subsidiaries the Company Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto)therein and except, other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation case of the transactions contemplated unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act.

SEC Documents. Gart Since April 23, 1997, Buyer has timely filed with the SEC each reportall forms, ------------- proxy statement or information statement reports and documents required to be filed by Gart for Buyer since April 23, 1997 under the Securities Laws, including, without limitation, (i) all periods ending Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or after December 31special), 1999 (iv) all Current Reports on form 8-K, (v) the Buyer's Registration Statement on Form S-11 as filed with the SEC on July 30, 1997 and (vi) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "Gart Buyer SEC Reports")) all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. As of their respective dates, the Gart Buyer SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries Buyer included in or incorporated by reference into the Gart Buyer SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart Buyer and its subsidiaries the Buyer Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries shareholders' equity included in or incorporated by reference into the Gart Buyer SEC Reports (including any related notes and schedules) fairly presents the results of operationsincome, retained earnings or cash flowsflows and shareholders' equity, as the case may be, of Gart Buyer and its subsidiaries the Buyer Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto)therein and except, other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation case of the transactions contemplated unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act.

SEC Documents. Gart The Company has timely filed all required forms, reports and documents with the Commission since May 31, 1995 (collectively, the "COMPANY SEC REPORTS"), all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "SECURITIES LAWS"). All required Company SEC Reports have been timely filed with the SEC each reportCommission and constitute all forms, ------------- proxy statement or information statement reports and documents required to be filed by Gart for all periods ending on or after December the Company under the Securities Laws since May 31, 1999 (collectively, the "Gart Reports")1995. As of their respective dates, the Gart Company SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries the Company included in or incorporated by reference into the Gart Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart the Company and its subsidiaries the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries the Company included in or incorporated by reference into the Gart Company SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart the Company and its subsidiaries the Company Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that would which were or will not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto)therein and except, other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation case of the transactions contemplated unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act.

SEC Documents. Gart PZE has timely filed with the SEC made available to DVN each registration statement, report, ------------- proxy statement or information statement (other than preliminary materials) filed by PZE with the SEC since January 1, 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "PZE Reports"), and PZE has filed all forms, reports and documents required to be filed by Gart for all periods ending on or after December 31it with the SEC pursuant to relevant securities statutes, 1999 (collectivelyregulations, the "Gart Reports")policies and rules since such time. As of their respective dates, the Gart PZE Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or Act, the Exchange Act, as applicable, and the respective rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SECSEC prior to the date hereof. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart PZE Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart PZE and its subsidiaries Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and comprehensive income, cash flows of Gart and its subsidiaries stockholders' equity included in or incorporated by reference into the Gart PZE Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders' equity, as the case may be, of Gart PZE and its subsidiaries Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, normal yearto such exceptions as may be permitted by Form 10-end audit adjustments that would not be material in amount or effectQ of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or Since December 31, 1998, neither PZE nor any of its subsidiaries Subsidiaries had any liabilities or obligations of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart nature (including the notes theretowhether accrued, absolute, contingent or otherwise), other than: (x) than liabilities incurred since January 29or obligations disclosed in PZE Reports or which would not have, 2000 individually or in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofaggregate, a PZE Material Adverse Effect.

SEC Documents. Gart Catellus has timely filed made available to ProLogis (by public filing with the SEC or otherwise) a true and complete copy of each report, ------------- schedule, registration statement and definitive proxy statement filed by either Catellus or information statement any Catellus Subsidiary with the SEC since January 1, 2002 (the “Catellus SEC Documents”), which are all of the documents required to be have been filed by Gart for all periods ending on or after December 31, 1999 (collectively, any of them with the "Gart Reports")SEC since that date. As of their respective dates, the Gart Reports (i) were prepared Catellus SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such Catellus SEC Documents and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain Catellus SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Catellus SEC Documents filed and publicly available prior to the date of this Agreement. None As of Gart's subsidiaries is required the date hereof, neither Catellus nor any Catellus Subsidiary has any outstanding and unresolved comments from the SEC with respect to file any forms, reports or other documents the Catellus SEC Documents. The consolidated financial statements of Catellus and Catellus Subsidiaries included in the Catellus SEC Documents complied as to form in all material respects with the SEC. Each applicable accounting requirements and the published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently (“GAAP”) applied on a consistent basis during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including indicated 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 presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), other than: (x) liabilities incurred since January 29the consolidated financial position of Catellus and the Catellus Subsidiaries, 2000 taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of Catellus and the Catellus Subsidiaries for the periods presented therein, in each case, except to the ordinary course of business consistent with past practices; (y) reasonable extent such financial statements have been modified or superseded by later Catellus SEC Documents filed and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed publicly available prior to the date hereof or reserved against on Gart's most recent balance sheet delivered of this Agreement. No Catellus Subsidiary is required to make any filing with the Company prior to the date hereofSEC.

SEC Documents. Gart has timely As of its date of filing, RMSI's registration ------------- statement on Form S-4, as amended by Amendment No. 1, in the form filed with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31April 20, 1999 (collectively, the "Gart ReportsRMSI SEC Report"). As of their respective dates, the Gart Reports (i) were prepared except as disclosed in all material respects in accordance with the applicable requirements Section 3.13 of the Securities Act or the Exchange ActRMSI Disclosure Letter, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the parties -------- ------- hereto acknowledge that the RMSI SEC Report does not contain any information or disclosure relating to this Agreement and the transactions contemplated thereby, including the Merger. None There is no material fact existing today directly relating to the business, operations or condition of Gart's subsidiaries RMSI (other than facts which relate to general economic trends or conditions or general conditions affecting the industries in which RMSI or the RMSI Subsidiaries operate) that is required reasonably likely to file have a RMSI Material Adverse Effect, that has not been set forth in the RMSI SEC Report or the RMSI Disclosure Letter; provided that the loss of, or a reduction in revenues from, one or more customers or principals shall be deemed not to have a RMSI Material Adverse Effect; provided, further, that, notwithstanding the foregoing proviso, a loss of, or reduction in revenues from, any formscustomers or principals, reports individually or in the aggregate, which results in a reduction in the annual revenues of RMSI and ▇▇▇▇▇▇▇ taken on a consolidated pro forma basis of more than $25 million (a "Material Customer Loss"), shall be deemed to have an RMSI Material Adverse Effect. For the purpose of determining a Material Customer Loss, annual revenues, shall mean commission revenues plus gross margin on sales with respect to businesses in which sales are accounted for in a manner other documents with than commission revenues. A true and complete copy of the SECRMSI SEC Report has been delivered to ▇▇▇▇▇▇▇. Each of the consolidated balance sheets of Gart and its subsidiaries RMSI included in or incorporated by reference into the Gart Reports RMSI SEC Report (including the related notes and schedules) fairly presents the consolidated financial position of Gart RMSI and its subsidiaries RMSI Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries RMSI included in or incorporated by reference into the Gart Reports RMSI SEC Report (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart RMSI and its subsidiaries the RMSI Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved involved, except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "GAAPExchange Act"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. Gart has timely Since January 1, 2000, CTPI and its subsidiaries have filed with the all required SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, the "Gart Reports")Documents. As of their respective dates, the Gart Reports (i) were prepared in all material respects in accordance SEC Documents filed by CTPI since January 1, 2000 complied with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and (ii) did not (or if amended or superseded none of SEC Documents filed by a subsequent filing prior to the date of this AgreementCTPI since January 1, then on the date 2000 as of such filing did not) contain dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of Gart's subsidiaries is required CTPI included in SEC Documents filed by CTPI since January 1, 2000 comply as to file any forms, reports or other documents form in all material respects with applicable accounting requirements and the SEC. Each published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included SEC with respect thereto, have been prepared in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for accordance with generally accepted accounting principles applied on a consistent basis during the periods set forth therein involved (subject toexcept as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated or combined financial position of CTPI and its subsidiaries as of the dates thereof and the consolidated or combined results of their operations and cash flows for the periods then ended (on the basis stated therein and subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during . CTPI satisfies all eligibility requirements established under the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including Securities Act for the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation use of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofForm S-3 Securities Act registration form.

SEC Documents. Gart (a) The Company has timely filed with the SEC U.S. Securities and Exchange Commission (the “SEC”) all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 2010 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Parent each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed by Gart for all periods ending on or after December 31, 1999 with the SEC (collectively, the "Gart “Company Reports"”). As of their its respective datesdate, the Gart Reports each Company Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Act or each of the Exchange Act, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) and other Applicable Law, as applicablethe case may be, and and, in each case, the respective applicable rules and regulations of the SEC thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been corrected by subsequent filings with the SEC. SEC prior to the date hereof. (b) Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Company Reports (including the related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the consolidated financial position of Gart the Company and its subsidiaries Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in stockholders’ equity included in or incorporated by reference into the Gart Company Reports (including any related notes and schedules) fairly presents in all material respects (subject, in the case of unaudited statements, to recurring audit adjustments normal in nature and amount) the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of Gart the Company and its subsidiaries Subsidiaries for the periods set forth therein therein; each of such statements (subject toincluding the related notes, where applicable) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, normal yearas permitted by Rule 10-end audit adjustments that 01 of Regulation S-X of the SEC. KPMG LLP is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company. (c) Since January 1, 2007, (A) the exercise price of each Company Stock Option granted has been no less than the Fair Market Value (as defined or determined under the terms of the respective Company Benefit Plan under which such Company Stock Option was granted) of a share of Company Common Stock as determined on the date of grant of such Company Stock Option, and (B) all grants of Company Stock Options were validly issued and properly approved by the Board of Directors of the Company (or a duly authorized committee or subcommittee thereof) in material compliance with Applicable Law and recorded in the Company’s financial statements referred to in Section 3.7(b) in accordance with GAAP, and no such grants involved any “back dating” or similar practices with respect to the effective date of grant or exercise price, except as, individually or in the aggregate, has not had and would not be material reasonably likely to have or result in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofMaterial Adverse Effect.

SEC Documents. Gart (a) Parent has timely filed all required forms, reports and documents with the SEC each reportsince November 21, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 2001 (collectively, the "Gart Parent SEC Reports"). As , all of their respective dates, the Gart Reports (i) which were prepared in all material respects in accordance with the Securities Laws. As of their respective dates, the Parent SEC Reports (a) complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (iib) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The representation in clause (b) of Gart's subsidiaries is required the preceding sentence does not apply to file any forms, reports misstatement or other documents with omission in any Parent SEC Report filed prior to the SECdate of this Agreement which was superseded by and corrected in a subsequent Parent SEC Report filed prior to the date of this Agreement. Each of the consolidated balance sheets of Gart and its subsidiaries Parent included in or incorporated by reference into the Gart Parent SEC Reports (including the any related notes and schedules) ), as superseded by or corrected in a subsequent Parent SEC Report filed prior to the date of this Agreement, fairly presents the consolidated financial position of Gart Parent and its subsidiaries the Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries Parent included in or incorporated by reference into the Gart Parent SEC Reports (including any related notes and schedules) ), as superseded by or corrected in a subsequent Parent SEC Report filed prior to the date of this Agreement, fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart Parent and its subsidiaries the Parent Subsidiaries for the periods set forth therein (subject totherein, in each case in accordance with GAAP consistently applied during the periods involved except, in the case of unaudited statements, for the related notes and for normal year-end audit adjustments that would which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during . (b) Except as and to the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected extent set forth on a consolidated the balance sheet of Gart (including Parent as of June 30, 2002 included in Parent's Form 10-Q for the quarter then ended or otherwise disclosed in the notes thereto), other than: such Form 10-Q or any Form 8-K filed by Parent from June 30, 2002 to the date of this Agreement, Parent, as of the date of this Agreement, does not have any liabilities or obligations of any nature (xwhether accrued, absolute, contingent or otherwise) except for (i) liabilities or obligations incurred since January 29, 2000 in the ordinary course of business consistent with past practicespractice since June 30, 2002; (yii) reasonable liabilities and customary fees and expenses obligations incurred in connection with this Agreement and the consummation Transactions or in connection with the Asset Purchase Agreement by and among Parent, Medpointe, Inc. and the other parties named therein dated as of August 7, 2002, the related agreements and the transactions contemplated by the Merger Agreementthereby; and (ziii) liabilities disclosed and obligations that individually or in the Gart Reports filed prior aggregate have not had or would not reasonably be expected to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to have a Parent Material Adverse Effect. (c) As of the date hereof, no "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K) filed as an exhibit to Parent's Form 10-K has been amended or modified, except for such amendments or modifications which have been filed as an exhibit to a subsequently dated Parent SEC Report or are not required to be filed with the SEC.

SEC Documents. Gart has timely The filings required to be made by PanEnergy and its Subsidiaries since December 31, 1993 under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, the Federal Power Act (the "Power Act") and applicable state laws and regulations, if any, have been filed with the SEC SEC, the Federal Energy Regulatory Commission (the "FERC") and the relevant state authorities, if any, as the case may be, and PanEnergy has complied in all material respects with all applicable requirements of such acts and the rules and regulations thereunder, with such exceptions as would not in the aggregate have a Material Adverse Effect on PanEnergy. PanEnergy has made available to Duke a true and complete copy of each report, ------------- schedule, registration statement, definitive proxy statement or information statement required to be other document filed by Gart for all periods ending on PanEnergy or after any of its Subsidiaries with the SEC since December 31, 1999 1993 (collectively, the "Gart ReportsPanEnergy SEC Documents"). As of their respective dates, the Gart Reports (i) were prepared PanEnergy SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such PanEnergy SEC Documents, with such exceptions as would not in the aggregate have a Material Adverse Effect on PanEnergy and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain PanEnergy SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of Gart's subsidiaries is required PanEnergy included in the PanEnergy SEC Documents complied as to file any formsform in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, reports or other documents were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC. Each ) and fairly present in accordance with applicable requirements of GAAP (subject, in the case of the consolidated balance sheets unaudited statements, to normal, recurring adjustments, none of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and scheduleswhich will be material) fairly presents the consolidated financial position of Gart PanEnergy and its consolidated subsidiaries as of its date their respective dates and each of the consolidated statements results of income, retained earnings operations and the consolidated cash flows of Gart PanEnergy and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its consolidated subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted presented therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. Gart Adirondack has timely filed with the SEC made available to CNB a true and complete copy of each report, ------------- schedule, registration statement and definitive proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 Adirondack with the Securities and Exchange Commission (collectivelythe "SEC") (as such documents have since the time of their filing been amended, the "Gart ReportsAdirondack SEC Documents"), which are all the documents that Adirondack was required to file with the SEC. As of their respective datesdates of filing with the SEC, the Gart Reports (i) were prepared Adirondack SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such Adirondack SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading (provided that certain statements regarding the number of authorized shares of Adirondack capital stock were incorrect). None The financial statements of Gart's subsidiaries is required Adirondack included in the Adirondack SEC Documents complied as to file any formsform, reports or other documents as of their respective dates of filing with the SEC. Each , in all material respects with applicable accounting requirements and with the published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except as may be noted thereinindicated in the notes) and fairly present in all material respects the consolidated financial position of Adirondack as of the dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows for the years then ended. There are no liabilities of Gart or All material agreements, contracts and other documents required to be filed as exhibits to any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofAdirondack SEC Documents have been so filed.

SEC Documents. Gart has timely A true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Schlumberger with the SEC each reportsince January 1, ------------- proxy statement or information statement 1995 and prior to the date of this Transaction Agreement (the "Schlumberger SEC Documents") has been made available to Camco. The Schlumberger SEC Documents are all the documents (other than preliminary material) that Schlumberger was required to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, file with the "Gart Reports")SEC since such date. As of their respective dates, the Gart Reports (i) were prepared Schlumberger SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such Schlumberger SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain Schlumberger SEC Documents contained when filed any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of Gart's subsidiaries is required Schlumberger included in the Schlumberger SEC Documents complied as to file any forms, reports or other documents form in all material respects with the SEC. Each published rules and regulations of the consolidated balance sheets SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of Gart the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and its subsidiaries included fairly present in or incorporated by reference into accordance with applicable requirements of GAAP (subject, in the Gart Reports (including case of the related notes unaudited statements, to normal year-end adjustments and schedulesother adjustments discussed therein) fairly presents the consolidated financial position of Gart Schlumberger and its subsidiaries consolidated Subsidiaries as of its date their respective dates and each of the consolidated statements results of income, retained earnings operations and the consolidated cash flows of Gart Schlumberger and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries consolidated Subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted presented therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. Gart Gold Banc has timely made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Gold Banc with the SEC each reportsince January 1, ------------- proxy statement or information statement 1996 (the "Gold Banc SEC Documents") which are all the documents (other than preliminary material) that Gold Banc was required to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, file with the "Gart Reports")SEC since such date. As of their respective dates, the Gart Reports (i) were prepared Gold Banc SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain Gold Banc SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The financial statements of Gart's subsidiaries is required Gold Banc included in the Gold Banc SEC Documents complied as to file any forms, reports or other documents form in all material respects with the SEC. Each published rules and regulations of the consolidated balance sheets SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto or, in the case of Gart the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and its subsidiaries included fairly present in or incorporated by reference into accordance with applicable requirements of GAAP (subject, in the Gart Reports (including case of the related notes and schedulesunaudited statements, to normal, recurring adjustments, none of which were material) fairly presents the consolidated financial position of Gart Gold Banc and its subsidiaries as of its date their respective dates and each of the consolidated statements results of income, retained earnings operations and the consolidated cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries Gold Banc for the periods set forth therein (subject to, presented therein. Gold Banc has no material liability or obligation of a type which would be included in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case a balance sheet prepared in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as may be noted therein. There are no liabilities of Gart and to the extent disclosed or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed financial statements included in the Gart Reports filed prior to Gold Banc SEC Documents. Since March 31, 1999 there has been no material adverse change in the date hereof financial condition, properties, assets, liabilities, business or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofprospects of Gold Banc.

SEC Documents. Gart has timely (a) Hanover and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since September 30, 2003 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made available to Universal each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) they have so filed, each in the form (including exhibits and any amendments thereto) filed by Gart for all periods ending on or after December 31, 1999 with the SEC (collectively, the "Gart “Hanover Reports"”). As of their its respective datesdate, the Gart Reports each Hanover Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required , except for any statements in any Hanover Report that have been modified by an amendment to file any forms, reports or other documents such report filed with the SECSEC prior to the date hereof. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Hanover Reports (including the related notes and schedules) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and fairly presents in all material respects the consolidated financial position of Gart Hanover and its subsidiaries Subsidiaries (or such entities as indicated in such balance sheet) as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in stockholders’ equity included in or incorporated by reference into the Gart Hanover Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of Gart Hanover and its subsidiaries Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject tosubject, in the case of unaudited statements, normal to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments that would which are not be material in amount or effectthe aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities Except as and to the extent set forth on the consolidated balance sheet of Gart or Hanover and its Subsidiaries included in the most recent Hanover Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Hanover nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including Hanover or in the notes theretothereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which, individually or in the aggregate, have not had and are not reasonably likely to have a Hanover Material Adverse Effect. (b) Since September 30, 2003, the chief executive officer and chief financial officer of Hanover have made all certifications (without qualification or exceptions to the matters certified) required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and the statements contained in any such certifications are complete and correct; neither Hanover nor its officers have received notice from any governmental authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Hanover maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Hanover and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Hanover Reports and other than: (x) liabilities incurred since January 29public disclosure and Hanover is otherwise in substantial compliance with all applicable effective provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable listing standards of the New York Stock Exchange. As of the date hereof, 2000 Hanover has no knowledge of any material weaknesses in the ordinary course design or operation of business consistent with past practices; (y) reasonable its internal controls over financial reporting. There is no reason to believe that Hanover’s auditors and customary fees its Chief Executive Officer and expenses incurred Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act in connection with the consummation filing of Hanover’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. (c) Hanover and its Subsidiaries maintain accurate books and records reflecting in all material respects their respective assets and liabilities and maintain proper and adequate internal accounting controls. (d) Neither Hanover nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Hanover. No loan or extension of credit is maintained by Hanover or its Subsidiaries to which the second sentence of Section 13(k)(1) of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act applies.

SEC Documents. Gart August has timely filed all required reports, schedules, forms, statements and other documents with the SEC each reportsince June 13, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31, 1999 2000 (collectively, the "Gart ReportsAugust SEC Documents"). As of their respective dates, the Gart Reports (i) were prepared August SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such August SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to the date none of this Agreement, then on the date of such filing did not) contain August SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None Except to the extent that information contained in any August SEC Document has been revised or superseded by a later-filed August SEC Document, filed and publicly available prior to the date of Gart's subsidiaries is this Agreement (the "August Filed SEC Documents"), as of the date of this Agreement none of August SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to file any formsbe stated therein or necessary in order to make the statements therein, reports or other documents in light of the circumstances under which they were made, not misleading. The financial statements of August included in August SEC Documents complied as of their respective dates of filing with the SEC. Each SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included SEC with respect thereto, have been prepared in or incorporated by reference into the Gart Reports accordance with GAAP (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited statements, as permitted by Form 10-Q of the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of August as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material adjustments). Except as set forth in amount or effect)August Filed SEC Documents, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), and except as may be noted therein. There are no for liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities and obligations incurred since January 29, 2000 in the ordinary course of business consistent with past practices; practice, August has no liabilities or obligations of any nature (ywhether accrued, absolute, contingent or otherwise) reasonable and customary fees and expenses incurred in connection with the consummation required by GAAP to be set forth on a consolidated balance sheet of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed August or in the Gart Reports filed prior notes thereto which, individually or in the aggregate, could reasonably be expected to the date hereof or reserved against have a Material Adverse Effect on Gart's most recent balance sheet delivered to the Company prior to the date hereofAugust.

SEC Documents. Gart (a) The Company has timely filed with the SEC each reportall forms, ------------- proxy statement or information statement reports and documents required to be filed by Gart for all periods ending on or after December 31it with the SEC since January 1, 1999 1996 (collectively, the "Gart ReportsCOMPANY REPORTS"). As of their respective dates, the Gart Company Reports and any such reports, forms and other documents filed by the Company with the SEC after the date of this Agreement (i) were prepared complied, or will comply, in all material respects in accordance with the applicable requirements of the Securities Act or of 1933, as amended (the "SECURITIES ACT"), the Exchange Act, as applicable, Act and the respective rules and regulations thereunder and (ii) did not (not, or if amended or superseded by a subsequent filing prior to the date of this Agreementwill not, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The representation in clause (ii) of Gart's subsidiaries the preceding sentence does not apply to any misstatement or omission in any Company Report filed prior to the date of this Agreement which was superseded by a subsequent Company Report filed prior to the date of this Agreement. Except as disclosed in Section 3.8 of the Company Disclosure Letter, no Subsidiary of the Company is required to file any formsreport, reports form or other documents document with the SEC. . (b) Each of the consolidated balance sheets of Gart and its subsidiaries financial statements included in or incorporated by reference into the Gart Company Reports (including the related notes and schedules) fairly presents fairly, in all material respects, the consolidated financial position of Gart the Company and its subsidiaries Subsidiaries as of its date and each of or, if applicable, the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart the Company and its subsidiaries Subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities therein (subject, in the case of Gart unaudited statements, to normal year-end audit adjustments, none of which is material in kind or amount except as noted therein and except to the extent that generally accepted accounting principles do not require footnote disclosure in unaudited financial statements). (c) Neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart the Company or described or referred to in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied based upon facts known to the Company as at the date of this Agreement, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes theretoto), other than: the consolidated balance sheet of the Company as of September 25, 1998 or any Company Filed Report or disclosed in Section 3.8 of the Company Disclosure Letter, (xii) liabilities incurred since January 29, 2000 or obligations arising in the ordinary course of business consistent with past practices; (yincluding trade indebtedness) reasonable since September 25, 1998, and customary fees and expenses incurred (iii) liabilities or obligations which could not, individually or in connection with the consummation aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) Set forth in Section 3.8 of the transactions contemplated by Company Disclosure Letter is a listing of all of the Merger Agreement; Company's indebtedness for borrowed money outstanding as of the Measurement Date setting forth in each case the principal amount thereof. No payment defaults have occurred and (z) liabilities disclosed in are continuing under the Gart Reports filed prior to agreements and instruments governing the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofterms of such indebtedness.

SEC Documents. Gart The Company has timely filed with the SEC each reportall required reports, schedules, ------------- proxy statement or information statement forms, statements and other documents required to be filed by Gart for all periods ending on or after December 31the Company with the Securities and Exchange Commission (the "SEC") since January 1, 1999 (collectively, the "Gart ReportsSEC Documents"). As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable, the case may be and the respective rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and (ii) did not (or if amended none of the SEC Documents, except to the extent that information contained in any SEC Document has been revised or superseded by a subsequent filing prior to the date of this Agreementlater Filed SEC Document (as defined below), then on the date of such filing did not) contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each The financial statements of the consolidated balance sheets of Gart and its subsidiaries Company included in the Company's Form 10-K for the year ended December 31, 1999 comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or incorporated by reference into as described in writing to the Gart Reports (including Purchaser prior to the related notes date hereof) and schedules) fairly presents present the consolidated financial position of Gart the Company and its consolidated subsidiaries as of its date the dates thereof and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart their operation and its subsidiaries cashflows for the periods set forth therein then ending in accordance with GAAP (subject tosubject, in the case of the unaudited statements, to normal year-year end audit adjustments that would not be material adjustments). Except as set forth in amount or effectthe Filed SEC Documents (as defined below), in each case in accordance with generally accepted accounting principles consistently applied during neither the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or Company nor any of its subsidiaries has any material liabilities or obligations of any kind whatsoever that would be nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be reflected set forth on a consolidated balance sheet of Gart (including the Company and its consolidated subsidiaries or in the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable thereto and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior which can reasonably be expected to the date hereof or reserved against have a material adverse effect on Gart's most recent balance sheet delivered to the Company prior to the date hereofand its subsidiaries taken as a whole.

SEC Documents. Gart Since October 1, 1995, VPT has timely filed with the SEC each reportSecurities and Exchange Commission ("SEC") all forms, ------------- proxy statement or information statement reports and documents required to be filed by Gart for VPT since October 1, 1995 under the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder (the "Securities Laws"), including, without limitation, (i) all periods ending Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or after December 31special), 1999 (iv) all Current Reports on form 8-K and (v) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "Gart VPT SEC Reports"), all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. VPT has no knowledge that any VPT SEC Reports required to be filed with the SEC prior to October 1, 1995 have not been filed. As of their respective dates, the Gart VPT SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries VPT included in or incorporated by reference into the Gart VPT SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart VPT and its subsidiaries the VPT Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries shareholders' equity included in or incorporated by reference into the Gart VPT SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsflows and shareholders' equity, as the case may be, of Gart VPT and its subsidiaries the VPT Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto)therein and except, other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation case of the transactions contemplated unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act.

SEC Documents. Gart Parent has timely filed all required reports, schedules, forms, statements and other documents with the SEC each reportunder the Exchange Act since January 1, ------------- proxy statement or information statement required 1998 (such documents, together with all exhibits and schedules thereto and documents incorporated by reference therein collectively referred to be filed by Gart for all periods ending on or after December 31, 1999 (collectively, herein as the "Gart ReportsParent SEC Documents"). As of their respective dates, the Gart Reports (i) were prepared Parent SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of GartExcept for an arithmetic currency conversion error in Parent's subsidiaries is required to file any formsquarterly report for the period ending September 30, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents 2001, which was subsequently corrected, the consolidated financial position statements of Gart Parent included in the Parent SEC Documents complied in all material respects with applicable accounting requirements and its subsidiaries as of its date the published rules and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included have been prepared in or incorporated by reference into the Gart Reports accordance with GAAP (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and fairly present the consolidated financial position of Parent and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material in amount or effectand other adjustments described therein), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereof.

SEC Documents. Gart The Company has timely filed with the SEC each report, ------------- proxy statement or information statement all reports required to be filed by Gart it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for all periods ending the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Documents" and, together with the Schedules to this Agreement furnished by or on or after December 31, 1999 (collectivelybehalf of the Company, the "Gart ReportsDisclosure Materials")) on a timely basis, or has received a valid extension of such time of filing. As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Act or and the Exchange Act, as applicable, Act and the respective rules and regulations thereunder of the Commission promulgated thereunder, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this AgreementSEC Documents, then on the date of such filing did not) contain when filed, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each The financial statements of the consolidated balance sheets of Gart and its subsidiaries Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved, except as may be otherwise indicated in such financial statements or incorporated by reference into the Gart Reports (including notes thereto, and fairly present in all material respects the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries the Company as of its date and each for the dates thereof and the results of the consolidated statements of income, retained earnings operations and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject tothen ended, subject, in the case of unaudited statements, to normal year-end audit adjustments that would not be material adjustments. Except as disclosed in amount or effect)Schedule 2.1(g) and in the audited and unaudited balance sheets of the Company included in the SEC Documents, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There there are no liabilities of Gart material liabilities, contingent or otherwise, as to which the Company or its Subsidiaries, or any of its subsidiaries their respective assets is or may become bound. Since the date of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 financial statements included in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection Company's last filed Quarterly Report on Form 10-Q or last filed Annual Report on Form 10-K, whichever has been most recently filed with the consummation Commission, there has been no event, occurrence or development that has had a Material Adverse Effect which is not specifically disclosed in any of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofDisclosure Materials.

SEC Documents. Gart Seller has timely filed with delivered (incorporated by reference to the SEC Seller's filings as reported on the SEC's web site) to Purchaser each registration statement, report, ------------- proxy statement or information statement required to be prepared and filed with the Securities and Exchange Commission by Gart it since June 30, 2003, including, without limitation, its Annual Report on Form 10-KSB for all periods ending on or after December 31the year ended June 30, 1999 2003, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Gart Seller Reports"). As of their respective dates, the Gart Seller Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act or of 1934, as amended (the "Exchange Act, as applicable"), and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Seller Reports (including the related notes and schedules) fairly presents presents, in all material respects, the consolidated financial position of Gart Seller and its subsidiaries Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Seller Reports (including any together with the related notes and schedules) fairly presents presents, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of Gart Seller and its subsidiaries Subsidiaries for the periods set forth therein (subject to, in to the case lack of unaudited statements, footnote disclosure and normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities Except as and to the extent set forth in the consolidated balance sheet of Gart Seller and its Subsidiaries at June 30, 2003, including all notes thereto, or as set forth in the Seller Reports, neither Seller nor any of its subsidiaries Subsidiaries has any material liabilities or obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including Seller or in the notes thereto), other than: (x) prepared in accordance with generally accepted accounting principles consistently applied, except liabilities incurred since January 29, 2000 arising in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofsince such date.

SEC Documents. Gart (a) CSL has timely filed with filed, pursuant to the Securities and the Securities and Exchange Act of 1934, as amended (the "Exchange Act") all SEC each report, ------------- proxy statement or information statement Documents required to be filed by Gart for with respect to the business and operations of CSL under each of the Securities Act and Exchange Act, and the business and operations of CSL under each of the Securities Act and the Exchange Act, and the respective rules and regulations thereunder, (b) all periods ending on or after December 31, 1999 (collectively, of the "Gart Reports"). As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the all applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective appropriate act and the rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then in effect on the date each such report was filed, (c) at the respective dates they were filed, none of such filing did not) contain the SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports an (including the related notes and schedulesd) fairly presents the consolidated financial position statements of Gart CSL included in the SEC Documents complied as to the form in all material respects with he applicable accounting requirements and its subsidiaries as of its date the published rules and each regulations of the SEC with respect thereto, have been prepared in accordance with GAAP consistently applied throughout the period involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated statements financial position, results of income, retained earnings operations and cash flows of Gart and its subsidiaries included in CSL as of the dates or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toindicated therein, subject, in the case of the unaudited statements, to normal year-end audit adjustments that would not be and the absence of certain footnote disclosures. As used herein, the term "SEC Documents" means and includes the SEC Documents and all other material in amount or effect)forms, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved statements, reports and documents ("GAAP")including all exhibits, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be amendments and supplements thereto) required by GAAP to be reflected on a consolidated balance sheet filed with respect to the business and operations of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation CSL under each of the transactions contemplated by Securities Act and the Merger Agreement; Exchange Act, and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofrespective rules and regulations thereunder.

SEC Documents. Gart (a) Lyondell has timely filed with the SEC all documents required to be so filed by it in the preceding twelve months pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act. Lyondell and its Subsidiaries have filed with the SEC all documents required to be so filed by them in the preceding three fiscal years and during 2004 pursuant to Section 13(a) of the Exchange Act without regard to Rule 12b-25. Lyondell has made available to Millennium each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) it or its Subsidiaries have so filed by Gart for all periods ending on or after December 31, 1999 in the preceding three fiscal years and during 2004 each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Gart “Lyondell Reports"”). As of their its respective datesdate, the Gart Reports each Lyondell Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SECSEC prior to the date hereof. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Lyondell Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart Lyondell and its subsidiaries Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in stockholders’ equity included in or incorporated by reference into the Gart Lyondell Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in stockholders’ equity, as the case may be, of Gart Lyondell and its subsidiaries Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments that would not be material in amount or effectadjustments), in each case in accordance with U.S. generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a , except for such consolidated balance sheet sheets and consolidated statements of Gart (including the notes thereto)operations, other than: (x) liabilities incurred since January 29cash flows and changes in stockholders equity, 2000 if any, as have been modified or restated and have been included in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection subsequent filings with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company SEC prior to the date hereof. (b) Except as and to the extent set forth on the most recent consolidated balance sheet of Lyondell and its Subsidiaries included in the Lyondell 2003 10-K, including all notes thereto, as of the date of such balance sheet, neither Lyondell nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Lyondell or in the notes thereto prepared in accordance with U.S. generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the aggregate, a Lyondell Material Adverse Effect. (c) The Chief Executive Officer and Chief Financial Officer of Lyondell have made all certifications required by Section 302 and Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC; such certifications are complete and correct, contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and Lyondell is otherwise in compliance with all applicable effective provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable effective listing and corporate governance rules of the NYSE. Neither Lyondell nor any of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing or submission of the certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and made by its Chief Executive Officer and Chief Financial Officer. (d) Lyondell has in place the “disclosure controls and procedures” (as defined in Rules 13a-14(c) and 15d-14(c) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of Lyondell to engage in the review and evaluation process mandated by the Exchange Act. Lyondell’s disclosure controls and procedures are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by Lyondell in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Lyondell’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of Lyondell referenced in Section 6.8(c). (e) Lyondell and its Subsidiaries maintain accurate books and records reflecting in all material respects its assets and liabilities and maintain proper and adequate internal accounting controls. (f) Neither Lyondell nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Lyondell. No loan or extension of credit is maintained by Lyondell or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. Gart CSI has timely filed with the SEC each reportall reports, ------------- proxy statement or information statement schedules, forms, statements and other documents required to be filed by Gart it with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”) (the “SEC Documents”), and during the 12 calendar months prior to the date hereof all such SEC Documents have been filed in a timely manner. CSI is currently eligible to use Form S-3 for all periods ending on or after December 31, 1999 (collectively, stockholder registration statements under the "Gart Reports")Securities Act. As of their respective dates, the Gart Reports (i) were prepared The SEC Documents have complied in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the Commission promulgated thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior applicable to the date SEC Documents, and none of this Agreementthe SEC Documents, then on at the date of such filing did not) contain time they were filed with the Commission, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None As of Gart's subsidiaries is required their respective dates, to file any formsthe best of CSI’s knowledge during those respective dates, reports or other documents the financial statements of CSI included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the SEC. Each published rules and regulations of the consolidated balance sheets Commission with respect thereto. Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States as in effect from time to time (“GAAP”), consistently applied, during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes thereto, or (b) in the case of Gart unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and its subsidiaries included fairly present in or incorporated by reference into all material respects the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position condition of Gart and its subsidiaries CSI as of the respective dates thereof and the results of its date and each of the consolidated statements of income, retained earnings operations and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the respective periods set forth therein then ended (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments adjustments). Except as set forth in the SEC Documents, CSI has not received notification from the Commission, the American Stock Exchange and/or any federal or state securities bureaus that would not be material in amount any investigation (informal or effectformal), inquiry or claim is pending, threatened or in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as may be noted therein. There are no liabilities of Gart or process against CSI and/or relating to any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including CSI’s securities. A comment letter was received from the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable Securities and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior Exchange Commission relating to the date hereof or reserved against Company’s December 31, 2006 filing on Gart's most recent balance sheet delivered Form 10-K to which the Company prior to the date hereofis currently responding.

SEC Documents. Gart (a) RELP has timely filed with the SEC made available or will make available to AIP prior to September 30, 1997, each registration statement, report, ------------- proxy statement or information statement and all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Reports"). The RELP Reports, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by Gart for all periods ending on or after December 31RELP under the Securities Act of 1933, 1999 as amended (collectivelythe "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Gart ReportsSecurities Laws"). As ) for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the Gart RELP Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of GartTo the RELP's subsidiaries is required to file any formsactual knowledge, reports or other documents with the SEC. Each each of the consolidated balance sheets of Gart and its subsidiaries RELP included in or incorporated by reference into the Gart RELP Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries RELP included in or incorporated by reference into the Gart RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or and cash flows, as the case may be, of Gart and its subsidiaries RELP for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes thereto, or as set forth in the RELP Reports, RELP has no material liabilities of Gart or any of its subsidiaries obligations of any kind whatsoever nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on on, or reserved against in, a consolidated balance sheet of Gart (including RELP or in the notes thereto), other than: (x) prepared in accordance with generally accepted accounting principles consistently applied, except liabilities incurred since January 29, 2000 arising in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the since such date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofwhich would not have a RELP Material Adverse Effect.

SEC Documents. Gart Rush has timely filed with provided to Seller and Shareholder copies of its Annual Report on Form 10-K for the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after year ended December 31, 1998, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999, its proxy statement with respect to the Annual Meeting of Stockholders held on May 18, 1999, and its Amendment No. 2 to Form S-1 Registration Statement and Prospectus to Form S-1 filed on Form 424(b)(4) (collectively, such documents collectively referred to herein as the "Gart ReportsSEC Documents"). As of their respective dates, the Gart Reports (i) were prepared SEC Documents complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations of the Commission promulgated thereunder applicable to such SEC Documents, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None The consolidated financial statements of Gart's subsidiaries is required Rush included in the SEC Documents comply as to file any forms, reports or other documents form in all material respects with applicable accounting requirements and the SEC. Each published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of incomeCommission with respect thereto, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved ("GAAP"), except as may be noted thereinindicated in the notes thereto) and fairly present the consolidated financial position of Rush and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (except in the case of interim period financial information for normal year-end adjustments). There are no liabilities All material agreements, contracts and other documents required to be filed as exhibits to the SEC Documents have been so filed. The consolidated balance sheet included in Rush's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 reflects, as of Gart or any of its subsidiaries the date thereof, all liabilities, debts and obligations of any nature, kind whatsoever or manner of Rush and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise, and whether due or to become due that would be are required by GAAP to be reflected on a consolidated such balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofunder generally accepted accounting principles consistently applied.

SEC Documents. Gart Stockholder has timely filed with the SEC delivered or made available to Buyer -------------- each registration statement, report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December the Company since March 31, 1999 1998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "Gart Company ------- Reports"). As of their respective dates, the Gart Company Reports (i) were prepared ------- in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gartthe Company's subsidiaries Subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart the Company and its subsidiaries Subsidiaries included in or incorporated by reference into the Gart Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart Company and its subsidiaries Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart the Company and its subsidiaries Subsidiaries included in or incorporated by reference into the Gart Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart the Company and its subsidiaries Subsidiaries for the periods set forth therein (subject to, in the case of unaudited statements, normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except as ---- may be noted therein. There are no liabilities Except as and to the extent set forth on the consolidated balance sheets of Gart the Company and its Subsidiaries at December 31, 1998, including all notes thereto, or as set forth in the Company Reports, neither the Company nor any of its subsidiaries Subsidiaries has any liabilities or obligations of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart nature (including the notes theretowhether accrued, absolute, contingent or otherwise), other than: (x) except liabilities incurred since January 29, 2000 arising in the ordinary course of business consistent since such date which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company is in full compliance with past practices; (ySection 13(b)(2) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act.

SEC Documents. Gart has timely Parent and Buyer have furnished the Company, WJR and DCR with a correct and complete copy of each report, schedule, and final registration statement filed by Parent or Buyer with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on or after December 31January 1, 1999 1994 (collectively, the "Gart ReportsSEC Documents"), which are all the documents (other than preliminary materials) that Parent and Buyer were required to file with the SEC on or after January 1, 1994. As of their respective dates or, in the case of registration statements, their effective dates, none of the Gart Reports SEC Documents (iincluding all exhibits and schedules thereto) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were prepared made, not misleading, and the SEC Documents complied when filed in all material respects in accordance with the then applicable requirements of the Securities Act or the Exchange Act, as applicablethe case may be, and the respective rules and regulations thereunder promulgated by the SEC thereunder. The financial statements of Parent and Buyer included in the SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (ii) did not (or if amended or superseded by a subsequent filing prior to except as may have been indicated in the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made thereinnotes thereto or, in the light case of the circumstances under which they were madeunaudited statements, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with as permitted by Form 10-Q promulgated by the SEC. Each ) and fairly present (subject, in the case of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedulesunaudited statements, to normal year-end audit adjustments) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in Parent or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsBuyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of Gart their operations and its subsidiaries cash flows for the periods set then ended. Parent and Buyer have filed all documents and agreements which were required to be filed as exhibits to the SEC Documents. SCHEDULE III sets forth therein (subject toa correct and complete list of all documents or agreements, in the case of unaudited statementsif any, normal yearwhich would be included as exhibits to an Annual Report on Form 10-end audit adjustments that would K and which have not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"), except heretofore been filed as may be noted therein. There are no liabilities of Gart or an exhibit to any of its subsidiaries the SEC Documents, if Parent or Buyer were required to file such Form 10-K for the period ended on the date immediately preceding the date of any kind whatsoever that would be this Agreement and long-term debt agreements which are not required by GAAP to be reflected on a consolidated balance sheet filed pursuant to Item 601(b)(4)(iii)(A) of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated Regulation S-K promulgated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofSEC.

SEC Documents. Gart To the actual knowledge of the members of the Special Committee, without independent inquiry or investigation, since January 1, 2005, the REIT has timely filed with the SEC each report, ------------- proxy statement or information statement all reports and other documents required to be filed by Gart for all periods ending on or after December 31, 1999 it during such period under the Securities Exchange Act (collectively, the "Gart Reports"“REIT SEC Documents”). As of their respective dates, To the Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements actual knowledge of the Securities Act members of the Special Committee, without independent inquiry or the Exchange Actinvestigation, as applicable, and at the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to times they were filed, none of the date of this Agreement, then on the date of such filing did not) contain REIT SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required misleading except to file any forms, reports or other documents the extent corrected in a subsequently filed REIT SEC Document filed with the SECSEC prior to the date hereof. Each To the actual knowledge of the consolidated balance sheets members of Gart and its subsidiaries included in the Special Committee, without independent inquiry or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents investigation, the consolidated financial position of Gart and its subsidiaries as of its date and statements (including in each case any notes thereto) of the REIT included in the REIT SEC Documents were prepared in conformity with GAAP consistently applied throughout the periods covered thereby (except in each case as described in the notes thereto) and fairly presented in all material respects the consolidated statements financial position, results of income, retained earnings operations and cash flows of Gart the REIT and its consolidated subsidiaries included in or incorporated by reference into as at the Gart Reports (including any related notes respective dates thereof and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein then ended (subject tosubject, in the case of unaudited statements, statements to normal year-end audit adjustments that would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP"and to any other adjustments described therein), except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on the extent corrected in a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection subsequently filed REIT SEC Document filed with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company SEC prior to the date hereof.

SEC Documents. Gart (a) Except as Previously Disclosed, each of Holdco and the Company has timely filed all reports, schedules, forms, statements and other documents with the SEC each report, ------------- proxy statement or information statement required to be filed by Gart for all periods ending on Holdco or after the Company or furnished by Holdco or the Company since December 31, 1999 2005 (collectively, including any items incorporated by reference or attached as Exhibits thereto) (the "Gart Reports"“SEC Documents”). No Holdco Subsidiary is required to make any filings of SEC Documents. As of their respective datesdates of filing, the Gart Reports (i) were prepared SEC Documents complied as to form in all material respects in accordance with the applicable requirements of the Securities Act Act, or the Exchange Act, as applicablethe case may be, and the respective rules and regulations of the SEC promulgated thereunder applicable thereto, and (ii) did not (or if amended or superseded by a subsequent filing prior to none of the date of this Agreement, then on the date of such filing did not) contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None There are no outstanding comments from the SEC with respect to any SEC Document. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Gart's subsidiaries is required Holdco included in the SEC Documents when filed complied as to file any forms, reports or other documents form in all material respects with the SEC. Each published rules and regulations of the consolidated balance sheets of Gart and its subsidiaries included SEC with respect thereto, have been prepared in or incorporated by reference into the Gart Reports all material respects in accordance with United States generally accepted accounting principles (including the related notes and schedules“GAAP”) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flows, as the case may be, of Gart and its subsidiaries for the periods set forth therein (subject toexcept, in the case of unaudited quarterly statements, normal yearas permitted by Form 10-end audit adjustments that would not be material in amount Q of the SEC or effect), in each case in accordance with generally accepted accounting principles consistently other rules and regulations of the SEC) applied on a consistent basis during the periods involved ("GAAP"), except as may be noted thereinindicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Holdco and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). There are no Except as specifically reflected or reserved against in the audited consolidated balance sheet of Holdco as at September 30, 2007 included in the Filed SEC Documents, neither Holdco nor any Holdco Subsidiary has any liabilities of Gart or any of its subsidiaries obligations (whether absolute, accrued, contingent, fixed or otherwise) of any kind whatsoever nature that would be required by GAAP under GAAP, as in effect on the Effective Date, to be reflected on a consolidated balance sheet of Gart Holdco (including the notes thereto), other than: except liabilities and obligations that (xA) liabilities were incurred since January 29, 2000 in the ordinary course of business consistent with past practice since September 30, 2007 or (B) have not had and would not, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (b) Holdco (A) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Holdco, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of Holdco by others within those entities, and (B) has disclosed, based on its most recent evaluation prior to the Effective Date, to Holdco’s outside auditors and the audit committee of the Board of Directors (1) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Exchange Act, Rule 13a-15(f)) that are reasonably likely to adversely affect Holdco and each Holdco Subsidiary’s ability to record, process, summarize and report financial information and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in Holdco or each Holdco Subsidiary’s internal controls over financial reporting. As of the date of this Agreement, Holdco has no knowledge of any reason that its outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, without qualification, when next due. Since December 31, 2005, (x) neither Holdco nor any Holdco Subsidiary nor, to the knowledge of Holdco, any director, officer, employee, auditor, accountant or representative of Holdco or any Holdco Subsidiary, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices; , procedures, methodologies or methods of Holdco or any Holdco Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Holdco or any Holdco Subsidiary has engaged in questionable accounting or auditing practices, and (y) reasonable and customary fees and expenses incurred in connection with the consummation no attorney representing Holdco or any Holdco Subsidiary, whether or not employed by Holdco or any such subsidiary, has reported evidence of the transactions contemplated a material violation of securities laws, breach of fiduciary duty or similar violation by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior Holdco or any of its officers, directors, employees or agents to the date hereof Board of Directors or reserved against on Gart's most recent balance sheet delivered any committee thereof or to the Company prior to the date hereofany director or officer of Holdco or any Holdco Subsidiary.

SEC Documents. Gart Since March 31, 1997, Activision has timely filed with the SEC each reportall forms, ------------- proxy statement or information statement reports and documents required to be filed by Gart for all periods ending on or after December Activision since March 31, 1999 1997 under the Securities Laws, including, without limitation, (i) all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of stockholders (whether annual or special), (iv) all Current Reports on form 8-K and (v) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "Gart Activision SEC Reports"), all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the Securities Act. Activision has no knowledge that any Activision SEC Reports required to be filed with the SEC prior to March 31, 1997 have not been filed. As of their respective dates, except as set forth in Section 5.6 of the Gart disclosure letter delivered at or prior to the execution hereof to Expert, which shall refer to the relevant sections of this Agreement (the "Activision Disclosure Letter"), the Activision SEC Reports (i) were prepared complied as to form in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder Laws and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of Gart and its subsidiaries Activision included in or incorporated by reference into the Gart Activision SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart Activision and its consolidated subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries shareholders' equity included in or incorporated by reference into the Gart Activision SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsflows and shareholders' equity, as the case may be, of Gart Activision and its consolidated subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to normal year-end audit adjustments that which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto)therein and except, other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation case of the transactions contemplated unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofExchange Act.

SEC Documents. Gart EVA has timely filed with the SEC each reportUnited States Securities and Exchange Commission (the “SEC”) all forms, ------------- proxy statement or information statement registration statements, reports, schedules, and statements required to be filed by Gart for it under the Exchange Act or Securities Act (all periods ending such documents filed on or after December 31prior to the Closing Date, 1999 (collectively, the "Gart Reports"“EVA SEC Documents”). As The EVA SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “EVA Financial Statements”), at the time filed (in the case of their respective datesregistration statements, the Gart Reports (i) were prepared in all material respects in accordance with the applicable requirements of the Securities Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then solely on the date of such filing effectiveness) (except to the extent corrected by a subsequently filed EVA SEC Document filed prior to the Closing Date) (a) did not) not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any forms, reports or other documents misleading and (b) complied in all material respects with the SEC. Each applicable requirements of the consolidated balance sheets of Gart Exchange Act and its subsidiaries included in or incorporated by reference into the Gart Reports (including the related notes and schedules) fairly presents the consolidated financial position of Gart and its subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of Gart and its subsidiaries included in or incorporated by reference into the Gart Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings or cash flowsSecurities Act, as the case may be. The EVA Financial Statements were prepared in accordance with GAAP, of Gart and its subsidiaries for applied on a consistent basis during the periods set forth therein involved (subject toexcept as may be indicated in the notes thereto or, in the case of unaudited statements, normal as permitted by Rule 10-01 of Regulation S-X) and fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments that would not be adjustments) in all material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during respects the consolidated financial position of EVA as of the dates thereof and the consolidated results of its operations and cash flows for the periods involved ("GAAP"), except then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to EVA and has not resigned or been dismissed as may be noted therein. There are no liabilities independent registered public accountants of Gart EVA as a result of or any of its subsidiaries of any kind whatsoever that would be required by GAAP to be reflected on a consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation any disagreement with EVA on any matter of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports filed prior to the date hereof accounting principles or reserved against on Gart's most recent balance sheet delivered to the Company prior to the date hereofpractices, financial statement disclosure or auditing scope or procedures.

SEC Documents. Gart Santa Fe has timely filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by it since January 1, 1999 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Global each registration statement, report, ------------- proxy statement or information statement required to be (other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed by Gart for all periods ending on or after December 31, 1999 with the SEC (collectively, the "Gart Santa Fe Reports"). As of their its respective datesdate, the Gart Reports each Santa Fe Report (i) were prepared complied in all material respects in accordance with the applicable requirements of the Securities Exchange Act or the Exchange Act, as applicable, and the respective rules and regulations thereunder and (ii) did not (or if amended or superseded by a subsequent filing prior to the date of this Agreement, then on the date of such filing did not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. None of Gart's subsidiaries is required to file any formsmisleading except for such statements, reports or other documents if any, as have been modified by subsequent filings with the SECSEC prior to the date hereof. Each of the consolidated balance sheets of Gart and its subsidiaries included in or incorporated by reference into the Gart Santa Fe Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Gart Santa Fe and its subsidiaries Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of Gart and its subsidiaries changes in shareholders equity included in or incorporated by reference into the Gart Santa Fe Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings cash flows or cash flowschanges in shareholders equity, as the case may be, of Gart Santa Fe and its subsidiaries Subsidiaries for the periods set forth therein (subject tosubject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments that would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved ("GAAP")involved, except as may be noted therein. There are no liabilities of Gart or any of its subsidiaries of any kind whatsoever that would be required by GAAP Except as and to be reflected the extent set forth on a the consolidated balance sheet of Gart (including the notes thereto), other than: (x) liabilities incurred since January 29, 2000 Santa Fe and its Subsidiaries included in the ordinary course of business consistent with past practices; (y) reasonable and customary fees and expenses incurred in connection with the consummation of the transactions contemplated by the Merger Agreement; and (z) liabilities disclosed in the Gart Reports most recent Santa Fe Report filed prior to the date hereof of this Agreement that includes such a balance sheet, including all notes thereto, as of the date of such balance sheet, neither Santa Fe nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against on Gart's most recent in, a balance sheet delivered of Santa Fe or in the notes thereto prepared in accordance with generally accepted accounting principles consistently applied, other than liabilities or obligations which do not and are not reasonably likely to have, individually or in the Company prior to the date hereofaggregate, a Santa Fe Material Adverse Effect.