Common use of SEC Documents Clause in Contracts

SEC Documents. (a) RELP has 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each of the balance sheets of RELP included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the 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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

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

SEC Documents. (aParent has filed with the SEC all documents required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) RELP and 15(d) of the Exchange Act, and has made available or will make available to AIP prior to July 31, 1997, the Company each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Parent Reports"). The RELP ReportsAs of its respective date, which were or will be filed each Parent Report (i) complied in all material respects in accordance with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act applicable requirements of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Parent and its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and equity included in or incorporated by reference into the RELP Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in equity, as the case may be, of RELP Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of RELP at March 31, 1997Parent and its Subsidiaries included in the Parent Reports, including all notes thereto, or as set forth in of the RELP Reportsdate of such balance sheet, RELP neither Parent nor any of its Subsidiaries has no material 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 RELP Parent or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have aggregate, a RELP Parent Material Adverse Effect.

SEC Documents. The Company has filed all required forms, reports and documents with the Securities and Exchange Commission (athe "SEC") RELP has made available or will make available to AIP prior to July since December 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 1995 (collectively, the "RELP Company SEC Reports"). The RELP Reports, all of which were or will be prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). All required Company SEC Reports have been filed with the SEC in a timely manner, and constitute all forms, reports and documents required to be filed by RELP the Company under the Securities Act of 1933Laws since December 31, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as 1995. As of their respective dates, the RELP Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP the Company included in or incorporated by reference into the RELP Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP the Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP the Company included in or incorporated by reference into the RELP Company SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP the Company and the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities LawsExchange Act. (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (aThe Company has filed with the SEC all documents required to be so filed by it since January 1, 2000 pursuant to Sections 13(a), 14(a) RELP and 15(d) of the Exchange Act, and has made available or will make available to AIP prior to July 31, 1997, Parent each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Company Reports"). The RELP ReportsAs of its respective date, which were or will be filed each Company Report (i) complied in all material respects in accordance with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act applicable requirements of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP the Company and its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in stockholders' equity included in or incorporated by reference into the RELP Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders' equity, as the case may be, of RELP the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of RELP at March 31, 1997the Company and its Subsidiaries included in the Company Reports, including all notes thereto, or as set forth in of the RELP Reportsdate of such balance sheet, RELP neither the Company nor any of its Subsidiaries has no material 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 RELP the Company or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have aggregate, a RELP Company Material Adverse Effect.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July Since December 31, 19972018, each registration statement, report, proxy statement Parent has filed 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 furnished 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 reports, schedules and documents statements required to be filed by RELP or furnished under the Securities Act of 1933or the Exchange Act, respectively (such forms, reports, schedules and statements, as amended (the "Securities Act")amended, collectively, the Exchange Act and “Parent SEC Documents”). As of their respective filing dates, or, if amended prior to the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledgedate hereof, as of their respective datesthe date of (and giving effect to) the last such amendment made prior to the date hereof, each of the RELP Reports (i) Parent SEC Documents, complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each . (b) The consolidated audited and unaudited interim financial statements of the balance sheets of RELP Parent included in or incorporated by reference into in the RELP Reports (Parent SEC Documents, including the related all notes and schedules) fairly presents schedules thereto, complied in all material respects, when filed or if amended prior to the financial position date of RELP this Agreement, as of its the date of such amendment, with the rules and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP, applied on a consistent basis during the periods involved, indicated (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Securities LawsSEC) and fairly present in all material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments) the consolidated financial position, results of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries, as of the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited interim financial statements, to absence of notes and normal year-end adjustments). To the knowledge of Parent, as of the date hereof, none of the Parent SEC Documents is the subject of ongoing SEC review and Parent does not have outstanding and unresolved comments from the SEC with respect to any of the Parent SEC Documents. None of the Parent SEC Documents as of the date hereof is the subject of any confidential treatment request by Parent. (c) Except Other than any off-balance sheet financings as and to the extent set forth on specifically disclosed in the Parent SEC Documents filed or furnished prior to the date hereof, neither Parent nor any Subsidiary of Parent is a party to, or has any contract to become a party to, any joint venture, off-balance sheet of RELP at March 31, 1997partnership or any similar contractual arrangement, including all notes theretoany off-balance sheet arrangements (as defined in Item 303(a) of Regulation S-K of the SEC) where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements or any Parent SEC Documents. (d) Parent has established and maintains disclosure controls and procedures and a system of internal controls over financial reporting (as set forth such terms are defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) as required by the Exchange Act. From January 1, 2018 to the date of this Agreement, Parent’s auditors and the Parent Board have not been advised of (i) any significant deficiencies or material weaknesses in the RELP Reportsdesign or operation of internal controls over financial reporting which are reasonably likely to adversely affect in any material respect Parent’s ability to record, RELP has no material liabilities process, summarize and report financial information or obligations of (ii) any nature (fraud, whether accruedor not material, absolute, contingent that involves management or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not other employees who have a RELP Material Adverse Effectsignificant 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. (a) RELP CSLC has made available or will make available to AIP prior to July 31, 1997, the Company a true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement or information statement and 6 all exhibits thereto prepared filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) with the SEC since January 1, 19941998 (as such documents have been amended to date, each in the form "CSLC SEC Documents") which are all the documents (including exhibits and any amendments theretoother than preliminary material) filed that CSLC was required to file with the SEC (collectivelysince such date. As of their respective dates, the "RELP Reports"). The RELP Reports, which were or will be filed CSLC SEC Documents complied in all material respects with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Trust Indenture Act, as the case may be, and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws SEC thereunder applicable thereto, and (ii) did not contain none of the CSLC SEC Documents contained, at the time they were filed, any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To The consolidated financial statements of CSLC included in the RELP's actual knowledge, each CSLC SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the balance sheets of RELP included SEC with respect thereto, have been prepared in or incorporated by reference into accordance with GAAP applied on a consistent basis during the RELP Reports periods involved (including except as may be indicated in the related notes and schedules) fairly presents thereto or, in the financial position of RELP as of its date and each case of the consolidated statements of income, retained earnings and cash flows of RELP included in unaudited or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flowsinterim statements, as permitted by Form 10-Q of the case may be, of RELP for the periods set forth therein SEC) and fairly present (subject, in the case of the unaudited or interim statements, to normal year-end and recurring audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during adjustments) the consolidated financial position of CSLC and its Subsidiaries as at the dates thereof and the consolidated results of their operations and cash flows for the periods involvedthen ended. Since September 30, 1998, except as may be noted therein and except, disclosed in the case CSLC SEC Documents, none of CSLC, Sub, the unaudited statements, as permitted by the Securities Laws. Trust or any of CSLC's other Subsidiaries has incurred any liabilities except for (ci) 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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising incurred in the ordinary course of business since consistent with past practice, (ii) such date other liabilities incurred in connection with or as a result of the Merger and the transactions contemplated thereby, and (iii) liabilities and obligations which insofar as reasonably can be foreseen would not have not, individually or in the aggregate, result in a RELP CSLC Material Adverse Effect.

SEC Documents. (a) RELP AIP has made available or will make available to AIP RELP prior to July 31September 30, 1997, the registration statements of AIP filed with the SEC in connection with public offerings of AIP securities since January 1, 1994 and all exhibits, amendments and supplements thereto (the "AIP Registration Statements"), and each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994the effective date of the latest AIP Registration Statement, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP AIP Reports"). The RELP 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 RELP AIP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELPAIP's actual knowledge, as of their respective dates, the RELP AIP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Laws, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELPAIP's actual knowledgeacknowledge, each of the consolidated balance sheets of RELP AIP included in or incorporated by reference into the RELP AIP Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP AIP and the AIP Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP AIP included in or incorporated by reference into the RELP AIP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP AIP and the AIP Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of RELP AIP and its Subsidiaries at March 31, 1997, including all notes thereto, or as set forth in the RELP AIP Reports, RELP neither AIP nor any of the AIP Subsidiaries has no any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP AIP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP an AIP Material Adverse Effect.

SEC Documents. (a) RELP The Company has made available or will make available to AIP prior to July 31, 1997, Levy Acquisition Co. a true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement or information statement and 6 all exhibits thereto prepared filed 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 Company with the SEC since December 31, 1997 (collectivelyas such documents have since the time of their filing been amended, the "RELP ReportsCompany SEC Documents"). The RELP Reports, which were or will be filed 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, (i) the Company SEC Documents complied in a timely manner, constitute all forms, reports and documents required to be filed by RELP under material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), ) or the Exchange Act Act, as the case may be, and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws SEC thereunder applicable to such Company SEC Documents, and (ii) did not contain none of the Company SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To Except as disclosed in the RELP's actual knowledgeCompany Disclosure Letter, each the consolidated financial statements of the balance sheets of RELP Company included in or incorporated by reference into the RELP Reports Company SEC Documents (including including, without limitation, the audited balance sheet and related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of incomeoperations, retained earnings stockholders' equity and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes Company and schedules) fairly presents its Subsidiaries for the results of operationsfiscal year ended December 31, retained earnings and cash flows2001, as audited by Xxxxx Xxxxxxxx, LLP (such balance sheet is referred to hereinafter as the case may be, of RELP for "Balance Sheet" and the periods set forth therein (subject, in Balance Sheet and related statements are referred to hereinafter as the case of unaudited statements, to normal year"Year-end audit adjustments which would not be material in amount or effectEnd Financial Statements"), complied in each case in accordance all material respects with generally accepted applicable accounting principles consistently applied during requirements and with the periods involved, except as may be noted therein published rules and except, in the case regulations of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes SEC with respect thereto, or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, have been prepared in accordance with generally accepted accounting principles consistently applied("GAAP") applied on a consistent basis during the periods involved and fairly present the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations, stockholders' equity and cash flows for the periods then ended in accordance with GAAP. As of December 31, 2001, neither the Company nor any of its Subsidiaries had any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its Subsidiaries (including the notes thereto) and which were not reflected on the Balance Sheet. Since December 31, 2001, except as and to the extent set forth in the Company SEC Documents and except for liabilities arising or obligations incurred in the ordinary course of business since such date which consistent with past practice and of substantially the same character, type and magnitude as incurred in the past, neither the Company nor any of its Subsidiaries has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would not have a RELP Material Adverse EffectEffect on the Company. All agreements, contracts and other documents required to be filed as exhibits to any of the Company SEC Documents have been so filed. No Subsidiary of the Company is required to file any form, report or other document with the SEC.

SEC Documents. (a) RELP RP has made available or will make available to AIP prior to July 31, 1997, furnished CSI each registration statement, report, proxy statement or information statement and 6 statement, including all exhibits thereto thereto, prepared by it or relating to RP since August 29, 1997, including, without limitation, (a) its properties Annual Report on Form 10-K for its fiscal year ended May 31, 1998 (including registration statements covering mortgage passthe "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-through certificatesQ and Reports on Form 8-K filed since the filing of such Annual Report and (b) since January its proxy statement for its annual meeting of Stockholders held on October 1, 19941998, each of (a) and (b) in the form (including exhibits and any amendments thereto) filed with the SEC and the items in (collectivelya) and (b), the "RELP RP 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as " As of their respective dates, the RELP RP Reports (including, without limitation, any financial statements or schedules included or incorporated by reference therein) (i) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Laws Exchange Act, and the respective rules and regulations thereunder, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each The 1997 and 1998 consolidated financial statements of the balance sheets of RELP RP and its Subsidiaries included in or incorporated by reference into the RELP RP Reports (including the related notes and schedules) fairly presents present fairly, in all material respects, the consolidated financial position of RELP as of its date RP at May 31, 1997 and each of 1998, and the consolidated statements results of income, retained earnings their operations and their cash flows of RELP included such fiscal years in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance conformity with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) GAAP. Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997RP Balance Sheet, including all notes thereto, or as set forth in the RELP ReportsRP Reports or the RP Disclosure Schedule, RELP neither RP nor any of its Subsidiaries has no any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be whether or not required to be reflected on, or reserved against in, a consolidated balance sheet of RELP or in the notes thereto, RP prepared in accordance with generally accepted accounting principles consistently appliedGAAP, except liabilities arising in the ordinary course of business since such date which would not have a RELP reasonably be expected to have, individually or in the aggregate, an RP Material Adverse Effect.

SEC Documents. (a) RELP The Company has made available filed or will make available furnished all required reports, schedules, registration statements and other documents and exhibits thereto with or to AIP the SEC since December 31, 2006 and through the Business Day prior to July 31, 1997, each registration statement, report, proxy statement the date of this Agreement (the “Company SEC Documents”) except as set forth on Company Disclosure Schedule 4.7. As of their respective dates of filing with or information statement and 6 all exhibits thereto prepared by it or relating publicly furnishing 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 (collectivelyor, if amended or supplemented by a filing prior to 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 RELP under the Securities Act of 1933date hereof, as amended (of the "Securities Act"date of such latest filing), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed with or publicly furnished to the SEC (iior, if amended or supplemented by a filing prior to the date hereof, as of the date of such latest filing) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each The financial statements of the balance sheets of RELP Company, included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP Company SEC Documents complied, as of its their respective dates of filing with the SEC (or, if amended or supplemented by a filing prior to the date and each hereof, as of the consolidated statements date of incomesuch latest filing), retained earnings in all material respects with all applicable accounting requirements and cash flows with the published rules and regulations of RELP included the SEC with respect thereto, have been prepared in or incorporated by reference into accordance with GAAP (except as may be indicated in the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subjectthereto or, in the case of unaudited statements, to normal yearas permitted by the requirements of Form 10-end audit adjustments which would not be Q promulgated by the SEC and the requirements of Regulation S-X promulgated by the SEC) and fairly present in all material respects the consolidated financial position of the Company and the consolidated results of operations, changes in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during shareholder’s equity and cash flows of the Company as of the dates and for the periods involved, except as may be noted therein and exceptshown (subject, in the case of the any unaudited interim financial statements, to normal and recurring year-end adjustments as permitted by the Securities Laws. (c) Except as Form 10-Q and to the extent set forth on the balance sheet of RELP at March 31Regulation S-X or that, 1997, including all notes thereto, or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP individually or in the notes theretoaggregate, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not reasonably be expected to have a RELP Material Adverse EffectEffect with respect to the Company).

SEC Documents. (a) RELP has made available or will make available to AIP prior to July 31The Company has, 1997during the preceding 12 months, 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 other materials required to be filed by RELP under Regulation A of the Securities Act of 1933(“Reg A”), as amended applicable (all of the "Securities Act"foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as . As of their respective dates, the RELP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of Reg A and the Securities Laws rules and (ii) did not contain regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To As of their respective dates, the RELP's actual knowledge, each financial statements of the balance sheets of RELP 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 RELP 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 financial position of RELP 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would will not be material in amount material, either individually or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case aggregate). For so long as the Purchaser shall hold any of the unaudited statementsPurchased Shares, 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 Company shall timely file all notes thereto, or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be reports required to be reflected onfiled with the SEC pursuant to Reg A or the Exchange Act, as applicable, and the Company shall not, once it has securities registered under Section 12(b) or reserved against in(g) of the Exchange Act, a balance sheet of RELP terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since rules and regulations thereunder would no longer require or otherwise permit such date which would not have a RELP Material Adverse Effecttermination.

SEC Documents. Undisclosed Liabilities. IPC and, to the extent applicable, its subsidiaries have filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (athe "SEC") RELP since October 1, 1998, and IPC has delivered or made available or will make available to AIP prior Parent all reports, schedules, forms, statements and other documents filed by IPC and, to July 31the extent applicable, 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 subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "RELP ReportsSEC Documents"). 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of the SEC Documents (iiincluding any and all financial statements included therein) did not contain as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each of the balance sheets of RELP included in or incorporated by reference into the RELP Reports The consolidated financial statements (including the related notes) of IPC and of IXnet included in all SEC Documents filed since October 1, 1998 (the "SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present the consolidated financial position of RELP as of IPC and its date consolidated subsidiaries or IXnet and each of the its consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, subsidiaries as the case may be, be as of RELP the dates thereof and the consolidated results of their respective operations and cash flows for the periods set forth therein then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which would that have not been and are not expected to be material in amount or effectamount), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes thereto, or as set forth in Schedule 3.01(e), at the RELP Reportsdate of the most recent audited financial statements of IPC included in the SEC Documents filed by IPC or its subsidiaries since October 1, RELP has no material 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) that would be required to be reflected onwhich, or reserved against in, a balance sheet of RELP individually or in the notes theretoaggregate, would reasonably be expected to have an IPC Material Adverse Effect. To the best of IPC's knowledge, (i) all historical financial statements supplied to Parent by IPC for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles consistently applied, (except liabilities arising as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the ordinary course notes thereto) and fairly present the consolidated financial position of business since IPC and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such date which would not have a RELP Material Adverse Effectperiods is true and accurate in all material respects.

SEC Documents. (a) RELP Parent has 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 all documents required to be so filed by it since December 31, 2008 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (collectively, the "RELP “Parent Reports"”). The RELP ReportsAs of its respective date or, which were if amended by a subsequent filing prior to the date hereof, on the date of such filing, each Parent Report or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act of 1933, as subsequently amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act, SOX and (ii) the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each of the The consolidated balance sheets of RELP included in or incorporated by reference into the RELP Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Parent and Parent Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in shareholders’ equity included in or incorporated by reference into the RELP Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in shareholders’ equity, as the case may be, of RELP Parent and Parent Subsidiaries for the periods set forth therein (subjectsuch consolidated balance sheets and consolidated statements of operations, cash flows and changes in shareholders’ equity, each including the case notes and schedules thereto, the “Parent Financial Statements”). Parent Financial Statements (i) complied as to form in all material respects with the published rules and regulations of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case the SEC and (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, Parent Financial Statements or as permitted by the Securities Laws. (c) Form 10-K, 10-Q or Form 8-K. Except as and to the extent set forth on adequately accrued or reserved against in the audited balance sheet of RELP Parent as at March December 31, 19972009 (such balance sheet, including together with all related notes and schedules thereto, the “Parent Balance Sheet”), Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or as set forth in the RELP Reports, RELP has no material liabilities or obligations obligation of any nature (type or nature, whether accrued, absolute, contingent contingent, matured, unmatured or otherwise) that would be , whether known or unknown and whether or not required by GAAP to be reflected on, or reserved against in, in a consolidated balance sheet of RELP Parent or disclosed in the notes thereto, prepared in accordance with generally accepted accounting principles consistently appliedexcept for (i) liabilities and obligations, except liabilities arising incurred in the ordinary course of business consistent with past practice since such the date which would of the Parent Balance Sheet, that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Parent Material Contracts that do not have a RELP Material Adverse Effectexceed $25,000 individually or $50,000 in the aggregate, and (iii) liabilities described in Section 3.7 of the Parent Disclosure Letter.

SEC Documents. (a) RELP CEC has delivered or made available or will make available to AIP prior to July 31, 1997, the Noteholders each registration statement, report, definitive proxy statement or definitive information statement and 6 all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) filed since January 1December 31, 19941998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP CEC Reports"). The RELP CEC Reports, which which, except as otherwise disclosed, were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP CEC under the 33 Act, the Securities Exchange Act of 19331934, as amended (the "Securities 34 Act"), the Exchange Act ) and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as thereunder. As of their respective dates, the RELP CEC Reports (ia) complied as to form in all material respects with the applicable requirements of the Securities Laws 33 Act and the 34 Act and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, therein not misleading. To the RELP's actual knowledge, each Each of the balance sheets of RELP CEC included in or incorporated by reference into the RELP CEC Reports (including the related notes and schedules) fairly presents the financial position of RELP CEC as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP CEC included in or incorporated by reference into the RELP CEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP CEC for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the any unaudited statements, as permitted by Form 10-Q promulgated under the Securities Laws34 Act. (c) Except as and to the extent set forth on the 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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP has 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 Since January 1, 19942003, each in the form (including exhibits and any amendments thereto) AmBev has filed with the SEC (collectivelyall reports, the "RELP Reports"). The RELP Reportsschedules, which were or will be filed with the SEC in a timely manner, constitute all forms, reports statements and other documents required to be filed by RELP under AmBev with the Securities SEC, pursuant to Sections 13(a) and 15(d) of the Exchange Act of 1933, as amended (the "Securities ActAmBev SEC Documents"). (b) As of its respective date (or, if amended, as of the date of such amendment), each AmBev SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledgeapplicable to such AmBev SEC Document, as of their respective datesthe case may be, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the balance sheets consolidated financial statements of RELP AmBev included in or incorporated by reference into the RELP 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 RELP 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein shown (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes thereto, or as set forth in Schedule 2.10 or as disclosed in the RELP ReportsAmBev SEC Documents filed and publicly available prior to the date of this Agreement, RELP has the AmBev 2003 Financial Statements or the Quinsa SEC Documents, (i) there are no material civil, criminal or administrative actions, suits, claims, hearings, investigations or proceedings pending or, to the knowledge of AmBev, threatened against any of AmBev or any of AmBev's subsidiaries, which have had or would reasonably be expected to have, individually or in the aggregate, an AmBev Material Adverse Effect and (ii) AmBev and its subsidiaries do not have any debts, liabilities or obligations of any nature (whether accruedaccrued or fixed, absoluteabsolute or contingent, contingent matured or unmatured, determined or determinable, unasserted or otherwise) that would be required to be except for liabilities or obligations (A) disclosed, reflected on, or reserved against inin (1) the AmBev SEC Documents filed and publicly available prior to the date of this Agreement, a balance sheet of RELP (2) the AmBev 2003 Financial Statements or in (3) the notes theretoQuinsa SEC Documents, prepared in accordance with generally accepted accounting principles consistently applied(B) as otherwise contemplated by this Agreement, except liabilities arising (C) as set forth on Schedule 2.09, (D) incurred in the ordinary course of business consistent with past practice since such the date of the AmBev 2003 Financial Statements and (E) which have not had or would not have a RELP reasonably be expected to have, individually or in the 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 AmBev 2003 Financial Statements, taken as a whole, except as disclosed, reflected or reserved against in the AmBev 2003 Financial Statements or the notes thereto.

SEC Documents. (a) RELP has 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 Since January 1, 19942003, each in the form (including exhibits and any amendments thereto) AmBev has filed with the SEC (collectivelyall reports, the "RELP Reports"). The RELP Reportsschedules, which were or will be filed with the SEC in a timely manner, constitute all forms, reports statements and other documents required to be filed by RELP under AmBev with the U.S. Securities Act of 1933, as amended and Exchange Commission (the "Securities ActSEC"), pursuant to Sections 13(a) and 15(d) of the Exchange Act (the "AmBev SEC Documents"). (b) As of its respective dates (or, if amended, as of the date of such amendment), each AmBev SEC Document complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as applicable to form in all material respects with the applicable requirements of the Securities Laws such AmBev SEC Document and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the balance sheets consolidated financial statements of RELP AmBev included in or incorporated by reference into the RELP 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 RELP 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein shown (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the 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 AmBev does not have any Liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be disclosed by Brazilian GAAP with reference to the AmBev 2003 Financial Statements as a whole, except as disclosed, reflected on, or reserved against in, a balance sheet of RELP or in the notes AmBev 2003 Financial Statements or the footnotes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP The Company has 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 RELP under it with the Securities Act of 1933, as amended and Exchange Commission (the "Securities ActSEC") since January 1, 1999 (collectively, the "Company Reports"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as . As of their respective dates, the RELP Company Reports filed prior to the date hereof (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Act, the Exchange Act, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each The representation in clause (ii) of the preceding sentence shall 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. (b) Each of the consolidated balance sheets of RELP Company included in or incorporated by reference into the RELP Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP the Company as of its the date of such, and each of the consolidated statements of income, retained earnings and cash flows of RELP Company included in or incorporated by reference into the RELP Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and or cash flows, as the case may be, of RELP the Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Lawstherein. (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (aMarine 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) RELP and 15(d) of the Exchange Act. Marine 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 Section 13(a) of the Exchange Act without regard to Rule 12b-25. Marine has made available or will make available to AIP prior to July 31, 1997, Pride each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Marine Reports"). The RELP ReportsAs of its respective date, which were or will be filed each Marine Report (i) complied in all material respects in accordance with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act applicable requirements of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Marine Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Marine and its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in shareholders' equity included in or incorporated by reference into the RELP Marine Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in shareholders' equity, as the case may be, of RELP Marine and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the most recent consolidated balance sheet of RELP at March 31, 1997Marine and its Subsidiaries included in Marine Reports, including all notes thereto, or as set forth in of the RELP Reportsdate of such balance sheet, RELP neither Marine nor any of its Subsidiaries has no material 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 RELP Marine or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have aggregate, a RELP Marine Material Adverse Effect.

SEC Documents. (a) RELP Company has made previously delivered (except to the extent such filings are publicly available or will make available on the XXXXX system) to AIP prior to July 31, 1997, Acquiror each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared (other than preliminary materials) filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) Company with the SEC since January 1, 19942002, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyprior to the date hereof, the "RELP Reports"). The RELP Reports, which were or will be and Company has timely filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under it with the Securities Act SEC pursuant to relevant securities statutes, regulations, policies and rules since January 1, 1999 (collectively, the “Company Reports”). As of 1933their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as amended (of the "Securities Act"date so amended, supplemented or superseded), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Company Reports (i) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Laws Act, the Exchange Act, and the rules and regulations thereunder and complied with the requirements thereof including all of the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Company Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Company and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and stockholders’ equity included in or incorporated by reference into the RELP Company Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders’ equity, as the case may be, of RELP Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, for normal year-end audit adjustments and as permitted otherwise may be noted therein. The principal executive officer of Company and the principal financial officer of Company (and each former principal executive officer or principal financial officer of Company) have made the certifications required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx 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 Xxxxxxxx-Xxxxx Act. (b) Company maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company’s filings with the SEC and other public disclosure documents. Since January 1, 1999, Company has not received notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are the subject of any review, inquiry, investigation or challenge other than comments from the SEC on Company filings which comments have either been satisfied or withdrawn by the Securities LawsSEC. (c) Except Company has not filed any report with the SEC or any other securities regulatory authority or any securities exchange or other self regulatory authority that, as and to of the extent set forth on the balance sheet date of RELP at March 31this Agreement, 1997, including all notes thereto, or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effectremains confidential.

SEC Documents. (a) RELP August has made available or will make available to AIP prior to July 31filed all required reports, 1997schedules, each registration statementforms, report, proxy statement or information statement statements 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 other documents with the SEC since June 13, 2000 (collectively, the "RELP ReportsAugust SEC Documents"). 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) August SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such August SEC Documents, and none of 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. To Except to the RELP's actual knowledgeextent that information contained in any August SEC Document has been revised or superseded by a later-filed August SEC Document, each filed and publicly available prior to the date of this Agreement (the "August Filed SEC Documents"), as of the balance sheets date of RELP this Agreement none of August SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of August included in or incorporated August SEC Documents complied as of their respective dates of filing with the SEC 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 GAAP (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the RELP Reports Exchange Act) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of RELP August as of its date the dates thereof and each of the consolidated statements results of income, retained earnings its operations and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein 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 August Filed SEC Documents, and except for liabilities and obligations incurred in the RELP Reportsordinary course of business consistent with past practice, RELP August has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on, or reserved against in, set forth on a consolidated balance sheet of RELP August or in the notes theretothereto which, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising individually or in the ordinary course of business since such date which would not aggregate, could reasonably be expected to have a RELP Material Adverse EffectEffect on August.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July 31, 1997, A true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement or information statement and 6 all exhibits thereto prepared filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) Schlumberger with the SEC since January 1, 1994, each in 1995 and prior to the form date of this Transaction Agreement (including exhibits and any amendments theretothe "Schlumberger SEC Documents") filed has been made available to Camco. The Schlumberger SEC Documents are all the documents (other than preliminary material) that Schlumberger was required to file with the SEC (collectively, the "RELP Reports")since such date. 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) Schlumberger SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Schlumberger SEC Documents, and none of the Schlumberger SEC Documents contained when filed any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To The financial statements of Schlumberger included in the RELP's actual knowledge, each Schlumberger SEC Documents complied as to form in all material respects with the published rules and regulations of the balance sheets of RELP included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Securities Laws. (cSEC) 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 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 RELP or in the notes thereto, prepared fairly present in accordance with generally accepted accounting principles consistently appliedapplicable requirements of GAAP (subject, except liabilities arising in the ordinary course case of business since such date which would not have a RELP Material Adverse Effectthe unaudited statements, to normal year-end adjustments and other adjustments discussed therein) the consolidated financial position of Schlumberger and its consolidated Subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Schlumberger and its consolidated Subsidiaries for the periods presented therein.

SEC Documents. (a) RELP Gold Banc has made available or will make available to AIP prior to July 31, 1997, the Company a true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement or information statement and 6 all exhibits thereto prepared filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) Gold Banc with the SEC since January 1, 1994, each in 1996 (the form "Gold Banc SEC Documents") which are all the documents (including exhibits and any amendments theretoother than preliminary material) filed that Gold Banc was required to file with the SEC (collectively, the "RELP Reports")since such date. 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) Gold Banc SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Gold Banc SEC Documents, and none of the Gold Banc SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To The financial statements of Gold Banc included in the RELP's actual knowledge, each Gold Banc SEC Documents complied as to form in all material respects with the published rules and regulations of the balance sheets of RELP included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently applied during the periods involved, GAAP (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Securities Laws. SEC) and fairly present in accordance with applicable requirements of GAAP (csubject, in the case of the unaudited statements, to normal, recurring adjustments, none of which were material) Except the consolidated financial position of Gold Banc and its subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of Gold Banc for the periods presented therein. Gold Banc has no material liability or obligation of a type which would be included in a balance sheet prepared in accordance with GAAP whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except and to the extent set forth on disclosed or reflected in the balance sheet of RELP at financial statements included in the Gold Banc SEC Documents. Since March 31, 1997, including all notes thereto, or as set forth 1999 there has been no material adverse change in the RELP Reportsfinancial condition, RELP has no material liabilities properties, assets, liabilities, business or obligations prospects 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse EffectGold Banc.

SEC Documents. (a) RELP Rush has made available or will make available provided to AIP prior to July Seller and Shareholder copies of its Annual Report on Form 10-K for the year ended December 31, 19971998, each registration statementits Quarterly Reports on Form 10-Q for the quarters ended March 31, report1999 and June 30, 1999, its proxy statement or information statement with respect to the Annual Meeting of Stockholders held on May 18, 1999, and 6 all exhibits thereto prepared by it or relating its Amendment No. 2 to its properties Form S-1 Registration Statement and Prospectus to Form S-1 filed on Form 424(b)(4) (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, such documents collectively referred to herein as the "RELP ReportsSEC Documents"). The RELP ReportsAs of their respective dates, which were or will be filed the SEC Documents complied in all material respects with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act requirements of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations of the Commission promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledgeapplicable to such SEC Documents, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements and none of the Securities Laws and (ii) 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. To The consolidated financial statements of Rush included in the RELP's actual knowledge, each SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the balance sheets of RELP included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance Commission with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes respect thereto, or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Rush and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (except in the case of interim period financial information for normal year-end adjustments). All material agreements, contracts and other documents required to be filed as exhibits to the SEC Documents have been so filed. The consolidated balance sheet included in Rush's Quarterly Report on Form 10-Q for the quarter ended June 30, 1999 reflects, as of the date thereof, all liabilities, debts and obligations of any nature, kind or manner of Rush and its subsidiaries, whether direct, accrued, absolute, contingent or otherwise, and whether due or to become due that are required to be reflected on such balance sheet under generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP has 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 or will make available to AIP prior to July 31, 1997, Universal 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 certificatesother than preliminary materials) since January 1, 1994they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP “Hanover Reports"”). The RELP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports each Hanover Report (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Hanover Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP 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 RELP Hanover and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in stockholders’ equity included in or incorporated by reference into the RELP Hanover Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders’ equity, as the case may be, of RELP Hanover and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to normal (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which would are not be material in amount or effectthe aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of RELP at March 31, 1997Hanover 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, or as set forth in of the RELP Reportsdate of such balance sheet, RELP neither Hanover nor any of its Subsidiaries has no material 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 consolidated balance sheet of RELP Hanover or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which, individually or in the ordinary course of business since such date which would aggregate, have not had and are not reasonably likely to have a RELP 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 Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and the statements contained in any such certifications are complete and correct; neither Hanover nor its officers have received notice from any governmental authority questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certification. Hanover maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures are effective to ensure that all material information concerning Hanover and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Hanover Reports and other public disclosure and Hanover is otherwise in substantial compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards of the New York Stock Exchange. As of the date hereof, Hanover has no knowledge of any material weaknesses in the design or operation of its internal controls over financial reporting. There is no reason to believe that Hanover’s auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act in connection with the filing of Hanover’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. (c) Hanover and its Subsidiaries maintain accurate books and records reflecting in all material respects their respective assets and liabilities and maintain proper and adequate internal accounting controls. (d) Neither Hanover nor its Subsidiaries has, since July 30, 2002, extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of Hanover. No loan or extension of credit is maintained by Hanover or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. (a) RELP Acquiror has made previously delivered (except to the extent such filings are publicly available or will make available on the XXXXX system) to AIP prior to July 31, 1997, Company each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Acquiror with the Securities and 6 all exhibits thereto prepared by it or relating to its properties Exchange Commission (including registration statements covering mortgage pass-through certificates“SEC”) since January 1, 19942002, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyprior to the date hereof, the "RELP Reports"). The RELP Reports, which were or will be and Acquiror has timely filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under it with the Securities Act SEC pursuant to relevant securities statutes, regulations, policies and rules since January 1, 1999 (collectively, the “Acquiror Reports”). As of 1933their respective dates (or, if amended, supplemented or superseded by a filing prior to the date of this Agreement, as amended (of the "Securities Act"date so amended, supplemented or superseded), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Acquiror Reports (i) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Laws Act, the Exchange Act, and the rules and regulations thereunder and complied with the requirements thereof, including all of the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Acquiror Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Acquiror and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and stockholders’ equity included in or incorporated by reference into the RELP Acquiror Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders’ equity, as the case may be, of RELP Acquiror and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, for normal year-end audit adjustments and as permitted by the Securities Lawsotherwise may be noted therein. (cb) Except as Acquiror maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning Acquiror and its Subsidiaries is made known on a timely basis to the extent set forth on individuals responsible for the balance sheet preparation of RELP at March 31, 1997, including all notes thereto, or as set forth in Acquiror’s filings with the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse EffectSEC and other public disclosure documents.

SEC Documents. (a) RELP The Company has made available or will make available to AIP prior to July 31filed all required forms, 1997, each registration statement, report, proxy statement or information statement reports 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 documents with the SEC Commission since the Company's initial public offering in November 1995 (collectively, the "RELP Company SEC Reports"). The RELP Reports, all of which were or will be prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "Securities Laws"). All required Company SEC Reports have been filed with the SEC in a timely manner, Commission and constitute all forms, reports and documents required to be filed by RELP the Company under the Securities Act of 1933, as amended (Laws since the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELPCompany's actual knowledge, as initial public offering in November 1995. As of their respective dates, the RELP Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP the Company included in or incorporated by reference into the RELP Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP the Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP the Company included in or incorporated by reference into the RELP Company SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP the Company and the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities LawsExchange Act. (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP Parent has filed with the SEC all documents required to be so filed by it since January 1, 2011 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available or will make available to AIP prior to July 31, 1997, the Company each registration statement, periodic or other report, proxy statement or information statement and 6 all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP “Parent Reports"”). The RELP Reports, which were or will be filed with the SEC As used in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act of 1933, as amended (the "Securities Act")this Section 4.7, the Exchange Act and term “file” shall include any reports on Form 8-K furnished to the rules and regulations promulgated thereunder (collectively SEC. As of its respective date, or, if amended by a subsequent filing prior to the "Securities Laws") for date hereof, on the periods stated above. (b) To the RELP's actual knowledgedate of such filing, as of their respective dates, the RELP Reports (i) each Parent Report complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) the rules and regulations thereunder, and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each None of the Parent Subsidiaries is required to file any forms, reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. There are no outstanding or unresolved comments to any comment letters received by the Parent from the SEC and, to the Knowledge of Parent, none of the Parent Reports is the subject of any ongoing review by the SEC. Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Parent Reports (including the related notes and schedules) fairly presents presented in all material respects the consolidated financial position of RELP Parent and its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in stockholders’ equity included in or incorporated by reference into the RELP Parent Reports (including any related notes and schedules) fairly presents presented in all material respects the results of operations, retained earnings and cash flowsflows or stockholders’ equity, as the case may be, of RELP Parent and its Subsidiaries for the periods set forth therein (therein, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments which would not be as permitted by GAAP and the applicable rules and regulations of the SEC (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Parent Financial Statements”). The Parent Financial Statements (i) complied as to form in all material in amount or effect), in each case respects with the published rules and regulations of the SEC with respect thereto as of their respective dates and (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, Parent Financial Statements or as permitted by the Securities LawsSEC for reports on Form 10-Q or Form 8-K. (b) Parent has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Parent has completed its assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended September 30, 2012, and such assessment concluded that such controls were effective. Parent has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Parent’s outside auditors and the audit committee of the Parent Board (A) all significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal controls over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (c) Except as and Since January 1, 2011, to the extent set forth on Knowledge of Parent, none of Parent, any of its Subsidiaries or any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or Claim, whether written or oral, regarding the balance sheet accounting or auditing practices, procedures, methodologies or methods of RELP at March 31, 1997Parent or any of its Subsidiaries, including all notes theretoany material complaint, allegation, assertion or Claim that Parent or any of its Subsidiaries has a material weakness (as set forth such term is defined in the RELP ReportsPublic Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, RELP has no as applicable) in its internal control over financial reporting. (d) Parent is in compliance in all material liabilities or obligations respects with all applicable listing and corporate governance requirements of any nature (whether accruedthe NASDAQ and is in compliance in all material respects with all applicable rules, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet regulations and requirements of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse EffectSOX.

SEC Documents. (a) RELP Acquiror has 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 RELP under it with the Securities Act of 1933SEC since September 1, 2000. All such required forms, reports, and documents, and all exhibits and schedules thereto and documents incorporated by reference therein, (including those filed by Acquiror after the date hereof) are referred to herein as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated aboveAcquiror SEC Reports. (b) To the RELP's actual knowledge, as " As of their respective dates, the RELP Acquiror SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933 and the Securities Exchange Act of 1934, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder; and (ii) did not at the time each such Acquiror SEC Report was filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each None of the balance sheets subsidiaries of RELP included in Acquiror is required to file any forms, reports, or incorporated by reference into other documents with the RELP Reports SEC. (including the related notes and schedulesb) fairly presents the financial position of RELP as of its date and each Each of the consolidated financial statements of income(including, retained earnings and cash flows of RELP included in or incorporated by reference into each case, any related notes thereto) contained in the RELP Acquiror SEC Reports (including any related notes Acquiror SEC Reports filed by Acquiror after the date hereof until the Closing) (collectively, the "Acquiror Financial Statements"), (i) complied as to form in all material respects with the published rules and schedulesregulations of the SEC in effect, at the time of filing, with respect thereto; (ii) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for was prepared in accordance with GAAP applied on a consistent basis throughout the periods set forth therein involved (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Form 10-Q under the Exchange Act); and (iii) fairly presented the consolidated financial position of Acquiror and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of Acquiror and its consolidated subsidiaries for the periods indicated therein, except that the unaudited interim financial statements were or are subject to normal and recurring year-end audit adjustments which would were not, or are not be expected to be, material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Lawsamount. (c) Except as and to the extent set forth on the balance sheet Neither Acquiror nor any of RELP at March 31, 1997, including all notes thereto, or as set forth in the RELP Reports, RELP its subsidiaries has no material liabilities or obligations any Liabilities of any a nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, disclosed on a balance sheet of RELP or in the related notes thereto, to consolidated financial statements prepared in accordance with generally accepted accounting principles consistently appliedGAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Acquiror and its subsidiaries taken as a whole, except liabilities arising Liabilities (i) reflected in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.Acquiror Balance Sheet; or (

SEC Documents. (a) RELP Basic has filed with the SEC all documents required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available or will make available to AIP prior to July 31, 1997, Grey Wolf each registration statement, periodic or other report, proxy statement or information statement and 6 all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP “Basic Reports"”). The RELP Reports, which were or will be filed with the SEC As used in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act of 1933, as amended (the "Securities Act")this Section 4.7, the Exchange Act and term “file” shall include any reports on Form 8-K furnished to the rules and regulations promulgated thereunder (collectively SEC. As of its respective date or, if amended by a subsequent filing prior to the "Securities Laws") for date hereof, on the periods stated above. (b) To the RELP's actual knowledgedate of such filing, as of their respective dates, the RELP Reports (i) each Basic Report complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act, SOX and (ii) the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Basic Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Basic and the Basic Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in stockholders’ equity included in or incorporated by reference into the RELP Basic Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders’ equity, as the case may be, of RELP Basic and the Basic Subsidiaries for the periods set forth therein (subjectsuch consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the case notes and schedules thereto, the “Basic Financial Statements”). The Basic Financial Statements (i) complied as to form in all material respects with the published rules and regulations of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case the SEC and (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, Basic Financial Statements or as permitted by Form 10-Q or Form 8-K. (b) Basic has not entered into or modified any loans or arrangements with its officers and directors in violation of Section 402 of SOX. Basic has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Securities LawsExchange Act) as required by Rule 13a-15 under the Exchange Act. Basic’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Basic in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Basic as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Basic has completed its assessment of the effectiveness of Basic’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2007, and such assessment concluded that such controls were effective. To the knowledge of Basic, it has disclosed, based on its most recent evaluations, to Basic’s outside auditors and the audit committee of the Basic Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting and any material weaknesses, which have more than a remote chance to materially adversely affect Basic’s ability to record, process, summarize and report financial data (as defined in Rule 13a-15(f) of the Exchange Act) and (ii) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Basic’s internal controls over financial reporting. (c) Except as and Since January 1, 2007, to the extent set forth knowledge of Basic, neither Basic nor any of the Basic Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Basic or any of the Basic Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Basic or any of the Basic Subsidiaries, including any material complaint, allegation, assertion or Claim that Basic or any of the Basic Subsidiaries has a “material weakness” (as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the balance sheet of RELP at March 31date hereof), 1997, including all notes thereto, or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse EffectBasic’s internal controls over financial reporting.

SEC Documents. (a) RELP The Company has made available or will make available to AIP prior to July 31filed all required reports, 1997schedules, each registration statementforms, report, proxy statement or information statement statements and 6 all exhibits thereto prepared by it or relating to its properties other documents (including registration statements covering mortgage pass-through certificatesexhibits and all other information incorporated therein) with the Securities and Exchange Commission (the "SEC") since January 1, 1994, each in 2001 (any such document being filed prior to the form date hereof) (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP ReportsCompany SEC Documents"). The RELP ReportsExcept to the extent that information contained in any Company SEC Documents has been revised or superseded by a subsequently filed Company SEC Document (any such document being filed prior to the date hereof): (i) as of their respective dates, which were or will be filed the Company SEC Documents complied in all material respects with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under requirements of the Securities Act of 1933, as amended (the "Act") or the Securities Exchange Act of 1934, as amended (the "1934 Act"), as the Exchange Act case may be, and the rules and regulations of the SEC promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledgeapplicable to such Company SEC Documents, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements and none of the Securities Laws and (ii) did not contain Company SEC Documents when filed contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading; (ii) none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. To ; and (iii) the RELP's actual knowledge, each financial statements of the balance sheets of RELP Company included in or incorporated the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the RELP Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present in all material respects the consolidated financial position of RELP the Company 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the 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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP KeyOn has 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 all documents required to be so filed by it since August 9, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (collectively, the "RELP “KeyOn Reports"”). The RELP ReportsAs of its respective date or, which were or will be filed with if amended by a subsequent filing prior to the SEC in a timely mannerdate hereof, constitute all formson the date of such filing, reports and documents required to be filed by RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) each KeyOn Report complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act, SOX and (ii) the rules and regulations thereunder and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To Specifically, the RELP's actual knowledge, each number of Active Subscribers of KeyOn contained in the KeyOn Reports is accurate as of the date of each report and the number of Active Subscribers of KeyOn at September 30, 2008 is 15,520. Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP KeyOn Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP KeyOn and the KeyOn Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in stockholders’ equity included in or incorporated by reference into the RELP KeyOn Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders’ equity, as the case may be, of RELP KeyOn and the KeyOn Subsidiaries for the periods set forth therein (subjectsuch consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the case notes and schedules thereto, the “KeyOn Financial Statements”). The KeyOn Financial Statements (i) complied as to form in all material respects with the published rules and regulations of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case the SEC and (ii) were prepared in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, KeyOn Financial Statements or 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, Form 10-Q or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.Form 8-K.

SEC Documents. Undisclosed Liabilities; SAP Statements. (ai) RELP UNUM has made available or will make available to AIP prior to July 31filed all required reports, 1997schedules, each registration statementforms, report, proxy statement or information statement statements and 6 all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) other documents with the SEC since January 1, 1994, each in the form 1997 (including exhibits all filed reports, schedules, forms, statements and any amendments thereto) filed with the SEC (collectivelyother documents whether or not required, the "RELP ReportsUNUM SEC Documents"). 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) UNUM SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such UNUM SEC Documents, and none of the UNUM SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To Except to the RELP's actual knowledgeextent that information contained in any UNUM SEC Document has been revised or superseded by a later filed UNUM SEC Document, each none of the balance sheets UNUM SEC Documents contains any untrue statement of RELP a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of UNUM included in or incorporated the UNUM SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited statements, as permitted by reference into Form 10-Q of the RELP Reports SEC) applied on a consistent basis during the periods involved (including except as may be indicated in the related notes thereto) and schedules) fairly presents present the consolidated financial position of RELP UNUM 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein . Except for liabilities and except, obligations incurred in the case ordinary course of business consistent with past practice since the date of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the most recent consolidated balance sheet of RELP at March 31, 1997, including all notes thereto, or as set forth included in the RELP ReportsUNUM SEC Documents, RELP neither UNUM nor any of its subsidiaries has no material any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by U.S. generally accepted accounting principles to be reflected on, recognized or reserved against in, disclosed on a consolidated balance sheet of RELP UNUM and its consolidated subsidiaries or in the notes thereto. (ii) UNUM conducts its material insurance operations through UNUM Life Insurance Company of America, First UNUM Life Insurance Company and Colonial Life and Accident Insurance Company (collectively, the "UNUM Insurance Subsidiaries"). Each of the UNUM Insurance Subsidiaries has filed all annual and quarterly statements, together with all exhibits, interrogatories, notes, schedules and any actuarial opinions, affirmations or certifications or other supporting documents in connection therewith, required to be filed with or submitted to the appropriate regulatory authorities of the jurisdiction in which it is domiciled or commercially domiciled on forms prescribed or permitted by such authority (collectively, the "UNUM SAP Statements"). UNUM has delivered or made available to Provident all UNUM SAP Statements for each UNUM Insurance Subsidiary for the periods beginning January 1, 1996, each in the form (including exhibits, annexes and any amendments thereto) filed with the applicable state insurance regulatory agency. Financial statements included in the UNUM SAP Statements and prepared on a statutory basis, including the notes thereto, were prepared in accordance conformity with generally accepted statutory accounting principles practices prescribed or permitted by the applicable insurance regulatory authority consistently appliedapplied for the periods covered thereby and present fairly the statutory financial position of such UNUM Insurance Subsidiaries as at the respective dates thereof and the results of operations of such UNUM Insurance Subsidiaries for the respective periods then ended. The UNUM SAP Statements complied in all material respects with all applicable laws, except liabilities arising rules and regulations when filed, and no material deficiency has been asserted with respect to any UNUM SAP Statements by the applicable insurance regulatory body or any other governmental agency or body. Except as indicated therein, all assets that are reflected on UNUM SAP Statements comply with the Insurance Laws with respect to admitted assets and are in an amount at least equal to the minimum amounts required by the Insurance Laws. The statutory balance sheets and income statements included in the ordinary course UNUM SAP Statements have been audited by PricewaterhouseCoopers LLP and UNUM has delivered or made available to Provident true and complete copies of business since such all audit opinions related thereto for periods beginning January 1, 1996. As promptly as practicable following the date which would not have a RELP Material Adverse Effectof this Agreement, UNUM will deliver or make available to Provident true and complete copies of all examination reports of insurance departments and any insurance regulatory agencies received by UNUM on or after January 1, 1996 relating to UNUM Insurance Subsidiaries.

SEC Documents. (a) RELP The Company has made available or will make available to AIP prior to July timely filed all required forms, reports and documents with the Commission since May 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 1995 (collectively, the "RELP ReportsCOMPANY SEC REPORTS"), all of which were prepared in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the "SECURITIES LAWS"). The RELP Reports, which were or will be All required Company SEC Reports have been timely filed with the SEC in a timely manner, Commission and constitute all forms, reports and documents required to be filed by RELP the Company under the Securities Act of 1933Laws since May 31, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as 1995. As of their respective dates, the RELP Company SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP the Company included in or incorporated by reference into the RELP Company SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP the Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP the Company included in or incorporated by reference into the RELP Company SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP the Company and the Company Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would were or will not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities LawsExchange Act. (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (aPride 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) RELP 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 or will make available to AIP prior to July 31, 1997, Marine each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Pride Reports"). The RELP ReportsAs of its respective date, which were or will be filed each Pride Report (i) complied in all material respects in accordance with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act applicable requirements of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Pride Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Pride and its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in shareholders' equity included in or incorporated by reference into the RELP Pride Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in shareholders' equity, as the case may be, of RELP Pride and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q and Regulation S-X of the SEC and (y) normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the most recent consolidated balance sheet of RELP at March 31, 1997Pride and its Subsidiaries included in Pride Reports, including all notes thereto, or as set forth in of the RELP Reportsdate of such balance sheet, RELP neither Pride nor any of its Subsidiaries has no material 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 RELP Pride or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have aggregate, a RELP Pride Material Adverse Effect.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July Since March 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) Activision has timely 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 RELP Activision since March 31, 1997 under the Securities Act 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 1933stockholders (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 "Securities ActActivision SEC Reports"), all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (collectively Securities Act. Activision has no knowledge that any Activision SEC Reports required to be filed with the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledgeSEC prior to March 31, as 1997 have not been filed. As of their respective dates, except as set forth in Section 5.6 of the RELP disclosure letter delivered at or prior to the execution hereof to Expert, which shall refer to the relevant sections of this Agreement (the "Activision Disclosure Letter"), the Activision SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP Activision included in or incorporated by reference into the RELP Activision SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP Activision and its consolidated subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and shareholders' equity included in or incorporated by reference into the RELP Activision SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings cash flows and cash flowsshareholders' equity, as the case may be, of RELP Activision and its consolidated subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities LawsExchange Act. (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP VMware has made available timely filed or will make available to AIP prior to July 31furnished all reports, 1997schedules, each registration statementforms, report, proxy statement or information statement statements and 6 all exhibits thereto prepared by it or relating to its properties other documents (including registration statements covering mortgage pass-through certificatesexhibits and other information incorporated therein) with the SEC required to be filed or furnished by VMware under the Exchange Act since January 1, 19942018 (such documents, each in the form (including exhibits and together with any amendments thereto) documents filed with or furnished since January 1, 2018 by VMware to the SEC (collectivelyon a voluntary basis on Current Reports on Form 8-K, the "RELP Reports"“VMware SEC Documents”). The RELP Reports, which were or will be filed with Each of the VMware SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledgeDocuments, as of their respective datesthe time of its filing or, if applicable, as of the RELP Reports (i) time of its most recent amendment, complied as to form in all material respects with with, to the applicable extent in effect at such time, the requirements of the Securities Laws Act and (ii) did not contain the Exchange Act applicable to such VMware SEC Document, and none of the VMware SEC Documents when filed or, if amended, as of the date of such most recent amendment, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the balance sheets of RELP included in or incorporated by reference into the RELP Reports consolidated financial statements (including the related notes) of VMware included in the VMware SEC Documents (or incorporated therein by reference) were prepared in all material respects in accordance with GAAP (except, in the case of unaudited financial statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and schedules) fairly presents presented in all material respects the consolidated financial position of RELP VMware 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited financial statements, to normal year-end audit adjustments which would not be material in amount and to any other adjustments described therein, including the notes thereto). Except as disclosed, reflected or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, reserved against in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the consolidated balance sheet of RELP at March 31VMware and its Subsidiaries as of January 29, 19972021, including all notes thereto, or as set forth in the RELP Reports, RELP neither VMware nor any of its Subsidiaries has no material any liabilities or obligations of any nature (whether absolute, accrued, absoluteknown or unknown, contingent or otherwise) that would be required by GAAP to be reflected on, or reserved against in, on a consolidated balance sheet of RELP (or in the notes thereto) of VMware and its Subsidiaries as of January 29, prepared in accordance with generally accepted accounting principles consistently applied2021, except nor, to the knowledge of VMware, does any basis exist therefor, other than (A) liabilities arising or obligations incurred since January 29, 2021 in the ordinary course of business since such consistent with past practice, (B) liabilities or obligations incurred pursuant to Contracts entered into after the date which hereof not in violation of this Agreement, (C) liabilities or obligations incurred in connection with this Agreement or any of the transactions contemplated hereby or (D) liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a RELP VMware Material Adverse Effect. (b) None of the information supplied or to be supplied by VMware or any member of the VMware Group for inclusion or incorporation by reference in any document contemplated under Section 3.2(a) or Section 3.2(b) will, (i) at the time any such document is filed with the SEC, and, if applicable, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, or (ii) at the date any such document is first mailed to the holders of Dell Common Stock, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by VMware with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Dell or any member of the Dell Group for inclusion or incorporation by reference in any such document.

SEC Documents. Buyer has filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (a) RELP has 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 certificatesthe "SEC") since January April 1, 1994, each in the form 1996 (including exhibits and any amendments thereto) together with later filed with the SEC (collectivelydocuments that revise or supersede earlier filed documents, the "RELP ReportsBuyer SEC Documents"). 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) Buyer SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Buyer SEC Documents. None of the 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. To The financial statements of Buyer included in the RELP's actual knowledge, each Buyer SEC Documents complied as of their respective dates of filing with the SEC as to form in all material respects with applicable accounting requirements and the published rules and regulations of the balance sheets SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of RELP included 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 or incorporated by reference into the RELP Reports (including the related notes thereto), and schedules) fairly presents present the financial position of RELP Buyer 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein 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 ReportsBuyer SEC Documents, RELP and except for liabilities and obligations incurred in the ordinary course of business consistent with past practice, Buyer has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required by generally accepted accounting principles to be reflected on, or reserved against in, set forth in a balance sheet of RELP Buyer or in the notes theretothereto which, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising individually or in the ordinary course of business since such date which aggregate, would not have a RELP Material Adverse Effectmaterial adverse effect on the business or results of operations of Buyer.

SEC Documents. (a) RELP has 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 Since January 1, 19942014, each in the form (including exhibits and any amendments thereto) Seller has filed or furnished with the SEC (collectivelyall material forms, the "RELP Reports"). The RELP Reportsschedules, which were or will be filed with the SEC in a timely mannerprospectuses, constitute all formsregistration statements, reports and other documents required to be filed or furnished by RELP under it with the Securities Act of 1933, as amended SEC (the "Securities Act"“SEC Documents”). For the avoidance of doubt, the Exchange Act SEC Documents do not include any forms, schedules, prospectuses, registration statements, reports and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledgeother documents filed or furnished by Aabaco Holdings, Inc. As of their Table of Contents respective dates, or, if amended or superseded, as of their respective datesthe date of such amendment or superseding filing or document so furnished, the RELP Reports (i) the SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act, the Exchange Act or the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder and (ii) did not contain none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading in any material respect. To No executive officer of Seller has failed to make the RELP's actual knowledge, each certifications required by him or her under Section 302 or 906 of the balance sheets Xxxxxxxx-Xxxxx Act, with respect to any SEC Document, except as disclosed in certifications filed with the SEC Documents. As of RELP included the date hereof, there are no outstanding or unresolved comments in or incorporated any comment letters of the staff of the SEC received by reference into Seller relating to the RELP Reports SEC Documents. (b) The consolidated 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 RELP Seller and its consolidated Subsidiaries as at the respective dates thereof and their consolidated results of its date operations and each of the consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the respective periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, to the absence of notes and to any other adjustments which would not be material described therein, including in amount or effectany notes thereto), (iii) have been prepared in each case all material respects in accordance with generally accepted accounting principles consistently the Books and Records of Seller and its consolidated Subsidiaries, and (iv) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, indicated (except as may be noted indicated therein or in the notes thereto and exceptsubject, in the case of the unaudited statements, as permitted by to normal year-end audit adjustments and to the Securities Lawsabsence of notes). (c) Except as and Neither Seller (to the extent set forth on related to the Business) nor any of the Business Subsidiaries is a party to, nor does it have any commitment to become a party to material “off-balance sheet arrangements” (as defined in Item 303(a) of RELP at March 31, 1997, including all notes thereto, or as set forth in Regulation S-K of the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse EffectSEC).

SEC Documents. (a) RELP Kranzco has made available or will make available to AIP prior to July 31timely filed all required forms, 1997, each registration statement, report, proxy statement or information statement reports 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 documents with the SEC since November 19, 1992 (collectively, the "RELP Kranzco Reports"). The RELP Reports, which Kranzco Reports were or will be filed with the SEC in a timely manner, manner and constitute all forms, reports and documents required to be filed by RELP Kranzco under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as ). As of their respective dates, the RELP Kranzco Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP Kranzco included in or incorporated by reference into the RELP Kranzco Reports (including the related notes and schedules) fairly presents presents, in all material respects the consolidated financial position of RELP Kranzco and the Kranzco Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP Kranzco included in or incorporated by reference into the RELP Kranzco Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and or cash flows, as the case may be, of RELP Kranzco and the Kranzco Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q or Form 8-K of the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes thereto, or as SEC. Funds from Operations for Kranzco set forth in the RELP Kranzco Reports, RELP has no material liabilities including the financial statements included in or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or incorporated by reference in the Kranzco Reports (including any related notes theretoand schedules) for the periods set forth therein, prepared was calculated in accordance with generally accepted accounting principles applicable NAREIT guidelines then in effect consistently applied, except liabilities arising applied during the periods involved. All offerings of securities by Kranzco or any Kranzco Subsidiary were effected in the ordinary course of business since compliance with applicable law and no party participating in such date which would not have a RELP Material Adverse Effectofferings has any rescission rights resulting therefrom.

SEC Documents. (a) RELP Devon has made available or will make available to AIP prior to July 31, 1997, Santa Xx Xxxxxx each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared (other than preliminary materials) filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) Devon with the SEC since January 1, 19941999, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "RELP Devon Reports"). The RELP Reports, which were or will be and Devon has filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under it with the Securities Act of 1933SEC pursuant to relevant securities statutes, as amended (the "Securities Act")regulations, the Exchange Act policies and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as since such time. As of their respective dates, the RELP Devon Reports (i) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Laws Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Devon Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Devon and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and stockholders' equity included in or incorporated by reference into the RELP Devon Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders' equity, as the case may be, of RELP Devon and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effectQ of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March therein. Since December 31, 19971999, including all notes thereto, or as set forth in the RELP Reports, RELP has no material neither Devon nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that ), other than liabilities or obligations disclosed in the Devon Reports or which would be required to be reflected onnot have, or reserved against in, a balance sheet of RELP individually or in the notes theretoaggregate, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Devon Material Adverse Effect.

SEC Documents. (a) RELP has 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 Since October 1, 19941995, each in the form (including exhibits and any amendments thereto) VPT has timely filed with the SEC Securities and Exchange Commission (collectively, the "RELP ReportsSEC"). 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 RELP VPT since October 1, 1995 under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws"), including, without limitation, (i) for all Annual Reports on form 10-K, (ii) all Quarterly Reports on form 10-Q, (iii) all proxy statements relating to meetings of shareholders (whether annual or special), (iv) all Current Reports on form 8-K and (v) all other reports, schedules, registration statements and other documents, each as amended (collectively, the periods stated above. (b) To "VPT SEC Reports"), all of which were prepared in compliance in all material respects with the RELP's actual knowledgeapplicable 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, as 1995 have not been filed. As of their respective dates, the RELP VPT SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP VPT included in or incorporated by reference into the RELP VPT SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP VPT and the VPT Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and shareholders' equity included in or incorporated by reference into the RELP VPT SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings cash flows and cash flowsshareholders' equity, as the case may be, of RELP VPT and the VPT Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities LawsExchange Act. (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP Parent has made available or will make available to AIP prior to July 31filed all required forms, 1997, each registration statement, report, proxy statement or information statement reports 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 documents with the SEC since November 21, 2001 (collectively, the "RELP Parent SEC Reports"). The RELP Reports, all of which were or will be filed prepared in all material respects in accordance with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as . As of their respective dates, the RELP Parent SEC Reports (ia) complied as to form in all material respects with the applicable requirements of the Securities Laws and (iib) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each The representation in clause (b) of the preceding sentence does not apply to any misstatement or omission in any Parent SEC Report filed prior to the date 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 RELP Parent included in or incorporated by reference into the RELP 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 RELP Parent and the Parent Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP Parent included in or incorporated by reference into the RELP 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 and or cash flows, as the case may be, of RELP Parent and the Parent Subsidiaries for the periods set forth therein (subjecttherein, in each case in accordance with GAAP consistently applied during the periods involved except, in the case of unaudited statements, to for the related notes and for normal year-end audit adjustments which would will not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (cb) Except as and to the extent set forth on the balance sheet of RELP at March 31Parent as of June 30, 1997, including all 2002 included in Parent's Form 10-Q for the quarter then ended or otherwise disclosed in the notes thereto, such Form 10-Q or any Form 8-K filed by Parent from June 30, 2002 to the date of this Agreement, Parent, as set forth in of the RELP Reportsdate of this Agreement, RELP has no material does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, except for (i) liabilities or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising obligations incurred in the ordinary course of business consistent with past practice since such date which June 30, 2002; (ii) liabilities and obligations incurred in connection with this Agreement and the 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 thereby; and (iii) liabilities and obligations that individually or in the aggregate have not had or would not reasonably be expected to have a RELP 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. (a) RELP BPW has 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 (collectivelyall reports, the "RELP Reports"). The RELP Reportsschedules, which were or will be filed with the SEC in a timely manner, constitute all forms, reports statements and other documents required to be filed by RELP under BPW with the Securities Act of 1933, as amended SEC since the IPO (the "Securities Act")collectively, the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as “BPW SEC Reports”). As of their respective dates, with respect to BPW SEC Reports filed pursuant to the RELP 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) complied as complied, or with respect to form those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Laws Act and the Exchange Act, and (ii) did not, or with respect to those not yet filed, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each . (b) Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP BPW SEC Reports (including the related notes and schedules) fairly presents presents, in all material respects, the consolidated financial position of RELP BPW as of its date date, and each of the consolidated statements of income, retained earnings stockholders’ equity and cash flows of RELP BPW included in or incorporated by reference into the RELP BPW SEC Reports (including any related notes and schedules) fairly presents presents, in all material respects, the results of operations, retained earnings operations and cash flows, as the case may be, of RELP BPW for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles GAAP consistently applied during the periods involved, except as may be noted therein and exceptand, in the case of the unaudited quarterly financial statements, as permitted by Form 10-Q under the Securities LawsExchange Act. (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 BPW has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP BPW or in the notes thereto, prepared in accordance with generally accepted accounting principles GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated balance sheet of BPW as of September 30, 2009, (ii) liabilities or obligations arising in the ordinary course of business since such date (including trade indebtedness), and (iii) liabilities or obligations which would not not, individually or in the aggregate, reasonably be expected to have a RELP BPW Material Adverse Effect.

SEC Documents. (a) RELP Santa Xx Xxxxxx has made available or will make available to AIP prior to July 31, 1997, Devon each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared (other than preliminary materials) filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) Santa Xx Xxxxxx with the SEC since January 1, 19941999, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "RELP Santa Xx Xxxxxx Reports"). The RELP Reports, which were or will be and Santa Xx Xxxxxx has filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under it with the Securities Act of 1933SEC pursuant to relevant securities statutes, as amended (the "Securities Act")regulations, the Exchange Act policies and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as since such time. As of their respective dates, the RELP Santa Xx Xxxxxx Reports (i) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Laws Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Santa Xx Xxxxxx Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Santa Xx Xxxxxx and its Subsidiaries as of its date and each of the consolidated statements of operations, comprehensive income, retained earnings and cash flows of RELP and stockholders' equity included in or incorporated by reference into the RELP Santa Xx Xxxxxx Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders' equity, as the case may be, of RELP Santa Xx Xxxxxx and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effectQ of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March therein. Since December 31, 19971999, including all notes thereto, or as set forth in the RELP Reports, RELP has no material neither Santa Xx Xxxxxx nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that ), other than liabilities or obligations disclosed in the Santa Xx Xxxxxx Reports or which would be required to be reflected onnot have, or reserved against in, a balance sheet of RELP individually or in the notes theretoaggregate, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Santa Xx Xxxxxx Material Adverse Effect.

SEC Documents. (a) RELP EVA has 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) timely filed with the SEC United States Securities and Exchange Commission (collectively, the "RELP Reports"). The RELP Reports, which were or will be filed with the SEC in a timely manner, constitute “SEC”) all forms, reports registration statements, reports, schedules, and documents statements required to be filed by RELP it under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and or Securities Act (all such documents filed on or prior to the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledgeClosing Date, as of their respective datescollectively, the RELP Reports “EVA SEC Documents”). The EVA SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (ithe “EVA Financial Statements”), at the time filed (in the case of registration statements, solely on the date of effectiveness) complied as (except to form in all material respects with the applicable requirements of extent corrected by a subsequently filed EVA SEC Document filed prior to the Securities Laws and Closing Date) (iia) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To misleading and (b) complied in all material respects with the RELP's actual knowledge, each applicable requirements of the balance sheets of RELP included in or incorporated by reference into Exchange Act and the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flowsSecurities Act, as the case may be. The EVA Financial Statements were prepared in accordance with GAAP, of RELP for applied on a consistent basis during the periods set forth therein involved (subjectexcept as may be indicated in the notes thereto or, in the case of unaudited statements, to normal yearas permitted by Rule 10-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein 01 of Regulation S-X) and except, fairly present (subject in the case of unaudited statements to normal, recurring and year-end adjustments) in all material respects the unaudited statements, consolidated financial position of EVA as permitted by of the Securities Laws. (c) Except dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Ernst & Young LLP is an independent registered public accounting firm with respect to EVA and has not resigned or been dismissed as and to the extent set forth on the balance sheet independent registered public accountants of RELP at March 31, 1997, including all notes thereto, or EVA as set forth in the RELP Reports, RELP has no material liabilities or obligations a result 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 RELP or in the notes thereto, prepared in accordance connection with generally accepted any disagreement with EVA on any matter of accounting principles consistently appliedor practices, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effectfinancial statement disclosure or auditing scope or procedures.

SEC Documents. Dynegy has filed with the SEC all documents (aincluding exhibits and any amendments thereto) RELP 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 will make available via the internet) to AIP prior to July 31, 1997, Enron each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Dynegy Reports"). The RELP ReportsAs of its respective date, which were or will be filed each Dynegy Report (i) complied in all material respects in accordance with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act applicable requirements of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Dynegy Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Dynegy and its consolidated Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in shareholders' equity included in or incorporated by reference into the RELP Dynegy Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in shareholders' equity, as the case may be, of RELP Dynegy and its consolidated Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which would will not be material in amount or effectmaterial), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of RELP at March 31, 1997Dynegy 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, or as set forth in the RELP Reports, RELP neither Dynegy nor any of its Subsidiaries has no material 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 consolidated balance sheet of RELP Dynegy or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which are incurred in the ordinary course of business since the date of the balance sheet included in the most recent Dynegy Report filed prior to the date of this Agreement and liabilities or obligations which do not and are not reasonably likely to have, individually or in the aggregate, a Dynegy Material Adverse Effect. All reserves or adjustments required by generally accepted accounting principles to be reflected in the carrying value of the assets included in such date balance sheet have been taken other than reserves or adjustments which would do not have and are not reasonably likely to have, individually or in the aggregate, a RELP Dynegy Material Adverse Effect.

SEC Documents. (a) RELP has Universal 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 or will make available to AIP prior to July 31, 1997, Hanover 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 certificatesother than preliminary materials) since January 1, 1994they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP “Universal Reports"”). The RELP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports each Universal Report (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except for any statements in any Universal Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Universal 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 RELP Universal and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in stockholders’ equity included in or incorporated by reference into the RELP Universal Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders’ equity, as the case may be, of RELP Universal and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to normal (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal, recurring year-end audit adjustments which would are not be material in amount or effectthe aggregate), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of RELP at March 31, 1997Universal and its Subsidiaries included in the most recent Universal Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, or as set forth in of the RELP Reportsdate of such balance sheet, RELP neither Universal nor any of its Subsidiaries has no material 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 consolidated balance sheet of RELP Universal or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which, individually or in the ordinary course of business since such date which would aggregate, have not had and are not reasonably likely to have a RELP Universal Material Adverse Effect. (b) Since September 30, 2003, the chief executive officer and chief financial officer of Universal have made all certifications (without qualification or exceptions to the matters certified) required by the Sxxxxxxx-Xxxxx Act, and the statements contained in any such certifications are complete and correct; neither Universal 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. Universal 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 Universal and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Universal Reports and other public disclosure and Universal is otherwise in substantial compliance with all applicable effective provisions of the Sxxxxxxx-Xxxxx Act and the applicable listing standards of the New York Stock Exchange. As of the date hereof, Universal has no knowledge of any material weaknesses in the design or operation of its internal controls over financial reporting. There is no reason to believe that Universal’s auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act in connection with the filing of Universal’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006. (c) Universal 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 Universal 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 Universal. No loan or extension of credit is maintained by Universal or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. (a) RELP has 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 Since January 1, 19942000, each in the form (including exhibits CTPI and any amendments thereto) its subsidiaries have filed with the all required SEC (collectively, the "RELP Reports")Documents. 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) SEC Documents filed by CTPI since January 1, 2000 complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such SEC Documents, and none of SEC Documents filed by CTPI since January 1, 2000 as of such dates contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To The financial statements of CTPI included in SEC Documents filed by CTPI since January 1, 2000 comply as to form in all material respects with applicable accounting requirements and the RELP's actual knowledge, each published rules and regulations of the balance sheets SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of RELP included unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly present, in all material respects, the consolidated or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the combined financial position of RELP CTPI and its subsidiaries as of its date the dates thereof and each of the consolidated statements or combined results of income, retained earnings their operations and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth then ended (on the basis stated therein (and subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during . CTPI satisfies all eligibility requirements established under the periods involved, except as may be noted therein and except, in Securities Act for the case use of the unaudited statements, as permitted by the Form S-3 Securities LawsAct registration form. (c) Except as and to the extent set forth on the 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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP has made available or will make available Undisclosed Liabilities. IXnet and, to AIP prior to July 31the extent applicable, 1997its subsidiaries have filed all required reports, each registration statementschedules, reportforms, proxy statement or information statement statements 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 other documents with the SEC since October 1, 1998, and IXnet has delivered or made available to Parent all reports, schedules, forms, statements and other documents filed by IXnet and, to the extent applicable, its subsidiaries with the SEC since such date (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the "RELP ReportsIXnet SEC Documents"). 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) IXnet SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such IXnet SEC Documents, and none of the IXnet SEC Documents (iiincluding any and all financial statements included therein) did not contain as of such dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing) contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each of the balance sheets of RELP included in or incorporated by reference into the RELP Reports The consolidated financial statements (including the related notes) of IXnet included in all IXnet SEC Documents filed since October 1, 1998 (the "IXnet SEC Financial Statements") comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and schedules) fairly presents present the consolidated financial position of RELP IXnet and its consolidated subsidiaries as of its date the dates thereof and each of the consolidated statements results of income, retained earnings its operations and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which would that have not been and are not expected to be material in amount or effectamount), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes thereto, or as set forth in Schedule 3.01(e), at the RELP Reportsdate of the most recent audited financial statements of IXnet included in the IXnet SEC Documents filed by IXnet or its subsidiaries since October 1, RELP has no material 1998 and prior to the date of this Agreement (the "Recent IXnet SEC Documents"), neither IXnet nor any of its subsidiaries had, and since such date neither IXnet nor any of such subsidiaries incurred, any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected onwhich, or reserved against in, a balance sheet of RELP individually or in the notes theretoaggregate, would reasonably be expected to have an IXnet Material Adverse Effect. To the best of IXnet's knowledge, (i) all historical financial statements supplied to Parent by IXnet for periods subsequent to December 31, 1999 have been prepared in accordance with generally accepted accounting principles consistently applied, (except liabilities arising as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the ordinary course notes thereto) and fairly present the consolidated financial position of business since IXnet and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject to normal year-end adjustments that have not been and are not expected to be material in amount) and (ii) all financial data so supplied for such date which would not have a RELP Material Adverse Effectperiods is true and accurate in all material respects.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July 31, 1997Except as Previously Disclosed, each registration statementof Holdco and the Company has filed all reports, reportschedules, proxy statement or information statement forms, statements 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 other documents 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 RELP under Holdco or the Securities Act of 1933Company or furnished by Holdco or the Company since December 31, 2005 (including any items incorporated by reference or attached as amended Exhibits thereto) (the "Securities Act"“SEC Documents”), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as . No Holdco Subsidiary is required to make any filings of SEC Documents. As of their respective datesdates of filing, the RELP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act, or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable thereto, and none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To There are no outstanding comments from the RELP's actual knowledgeSEC with respect to any SEC Document. The audited consolidated financial statements and the unaudited quarterly financial statements (including, in each case, the notes thereto) of Holdco included in the SEC Documents when filed complied as to form in all material respects with the published rules and regulations of the balance sheets SEC with respect thereto, have been prepared in all material respects in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of RELP included unaudited quarterly statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in or incorporated by reference into the RELP Reports (including notes thereto) and fairly present in all material respects the related notes and schedules) fairly presents the consolidated financial position of RELP Holdco 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which would not be material in amount adjustments). Except as specifically reflected or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, reserved against in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the audited consolidated balance sheet of RELP Holdco as at March 31September 30, 1997, including all notes thereto, or as set forth 2007 included in the RELP ReportsFiled SEC Documents, RELP neither Holdco nor any Holdco Subsidiary has no material any liabilities or obligations (whether absolute, accrued, contingent, fixed or otherwise) of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the Effective Date, to be reflected on, or reserved against in, on a consolidated balance sheet of RELP or in Holdco (including the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied), except liabilities arising and obligations that (A) were incurred in the ordinary course of business consistent with past practice since such date which September 30, 2007 or (B) have not had and would not have not, individually or in the aggregate, reasonably be expected to have, a RELP 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 Sxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. Since December 31, 2005, (x) neither Holdco nor any Holdco Subsidiary nor, to the knowledge of Holdco, any director, officer, employee, auditor, accountant or representative of Holdco or any Holdco Subsidiary, has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Holdco or any Holdco Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Holdco or any Holdco Subsidiary has engaged in questionable accounting or auditing practices, and (y) no attorney representing Holdco or any Holdco Subsidiary, whether or not employed by Holdco or any such subsidiary, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Holdco or any of its officers, directors, employees or agents to the Board of Directors or any committee thereof or to any director or officer of Holdco or any Holdco Subsidiary.

SEC Documents. (a) RELP Parent has made available or will make available to AIP prior to July 31filed all required reports, 1997schedules, each registration statementforms, report, proxy statement or information statement statements and 6 all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) other documents with the SEC under the Exchange Act since January 1, 19941998 (such documents, each in the form (including together with all exhibits and any amendments thereto) filed with the SEC (collectively, schedules thereto and documents incorporated by reference therein collectively referred to herein as the "RELP ReportsParent SEC Documents"). 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) Parent SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Documents, and none of the Parent SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To Except for an arithmetic currency conversion error in Parent's quarterly report for the RELP's actual knowledgeperiod ending September 30, each 2001, which was subsequently corrected, the consolidated financial statements of Parent included in the Parent SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the balance sheets SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of RELP included unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in or incorporated the notes thereto or, in the case of unaudited statements, as permitted by reference into Rule 10-01 of Regulation S-X of the RELP Reports (including SEC) and fairly present the related notes and schedules) fairly presents the consolidated financial position of RELP Parent 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectand other adjustments described therein), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the 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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July 31Since April 23, 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) Buyer has timely 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 RELP Buyer since April 23, 1997 under the Securities Act 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 1933stockholders (whether annual or special), (iv) all Current Reports on form 8-K, (v) the Buyer's Registration Statement on Form S-11 as filed with the SEC on July 30, 1997 and (vi) all other reports, schedules, registration statements and other documents, each as amended (collectively, the "Securities ActBuyer SEC Reports"), ) all of which were prepared in compliance in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as Act. As of their respective dates, the RELP Buyer SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP Buyer included in or incorporated by reference into the RELP Buyer SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP Buyer and the Buyer Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP and shareholders' equity included in or incorporated by reference into the RELP Buyer SEC Reports (including any related notes and schedules) fairly presents the results of operationsincome, retained earnings cash flows and cash flowsshareholders' equity, as the case may be, of RELP Buyer and the Buyer Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities LawsExchange Act. (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (ai) RELP The Company has made available or will make available to AIP prior to July 31timely filed all reports, 1997schedules, each registration statementforms, report, proxy statement or information statement statements 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 other documents 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 RELP under the Securities Act of 1933Company since August 31, as amended 2005 (the "Securities Act"“SEC Documents”), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as . As of their respective filing dates, the RELP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act of 1933, as amended (the “Securities Act”) or the Exchange Act, as the case may be, and the Xxxxxxxx-Xxxxx Act of 2002 (iithe “Xxxxxxxx-Xxxxx Act”) did not contain and the rules and regulations promulgated thereunder applicable to such SEC Documents, in each case as in effect at such time, and none of the SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each of the balance sheets of RELP included in or incorporated by reference into the RELP Reports The financial statements (including the related notes thereto) of the Company included in the SEC Documents when filed complied as to form in all material respects with the published rules and schedulesregulations of the SEC with respect thereto, have been prepared in all material respects in accordance with generally accepted accounting principles (“GAAP”) (except, in the case of unaudited 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 presents present in all material respects the consolidated financial position of RELP the Company 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 RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes thereto, or as set forth in the RELP Reportsfinancial statements (including the notes thereto) included in the Filed SEC Documents, RELP neither the Company nor any of its Subsidiaries has no material any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on, or reserved against in, on a consolidated balance sheet of RELP or in the Company (including the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied), except liabilities arising and obligations that (A) were incurred since the date of the most recent audited balance sheet included in such financial statements in the ordinary course of business since such date which business, (B) are incurred in connection with the transactions contemplated by this Agreement or (C) individually or in the aggregate, would not have a RELP Material Adverse Effect. The Company has made available to Parent true and complete copies of all material correspondence between the SEC, on the one hand, and the Company and any of its Subsidiaries, on the other hand, occurring since August 31, 2006 and prior to the date hereof. As of the date hereof, there are no material outstanding or unresolved comments in a comment letter received from the SEC staff with respect to any SEC Document. (ii) The Company has made all certifications and statements required by Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act with respect to the Company’s filings pursuant to the Exchange Act. The Company has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 promulgated under the Exchange Act) that are reasonably designed to ensure that material information relating to the Company, including its consolidated Subsidiaries, is made known to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents.

SEC Documents. (a) RELP Stockholder has delivered or made available or will make available to AIP prior to July 31, 1997, Buyer -------------- each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) the Company since January 1March 31, 19941998, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Company ------- 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Company Reports (i) complied as to form were prepared ------- in all material respects in accordance with the applicable requirements of the Securities Laws 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. To the RELP's actual knowledge, each None of the Company's Subsidiaries is required to file any forms, reports or other documents with the SEC. Each of the consolidated balance sheets of RELP the Company and its Subsidiaries included in or incorporated by reference into the RELP Company Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP Company and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP the Company and its Subsidiaries included in or incorporated by reference into the RELP Company Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP the Company and its Subsidiaries for the periods set forth therein (subjectsubject to, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involvedinvolved ("GAAP"), except as ---- may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet sheets of RELP the Company and its Subsidiaries at March December 31, 19971998, including all notes thereto, or as set forth in the RELP Company Reports, RELP neither the Company nor any of its Subsidiaries has no material 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied), except liabilities arising in the ordinary course of business since such date which would not not, individually or in the aggregate, have a RELP Material Adverse EffectEffect on the Company. The Company is in full compliance with Section 13(b)(2) of the Exchange Act.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July 31September 30, 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each of the balance sheets of RELP included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the 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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP has 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 Borrower shall timely file with the Commission and provide Lender, within five (5) days after the filing thereof, copies of all 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 Documents that are required to be filed by RELP under U.S. corporations that are subject to the reporting requirements of the Securities Act 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 1933all SEC Documents required to be filed therewith. Each SEC Document to be filed by Borrower, when filed with the Commission or AMEX (or on any other national securities exchange), as amended (the "Securities Act")case may be, the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in will comply with all material respects with the applicable requirements of the Securities Laws Act, the Securities Exchange Act or AMEX (or other national securities exchange) rules, as the case may be, and (ii) did will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledgeThe financial statements of Borrower and its Subsidiaries to be included in each SEC Document will comply as to form, each as of the balance sheets date of RELP included its filing with the Commission, with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, will be prepared in or incorporated accordance with GAAP (except, in the case of unaudited statements, as permitted by reference into the RELP Reports (including Commission) and will fairly present the related notes and schedules) fairly presents the consolidated financial position of RELP Borrower and its Subsidiaries as of its date the dates thereof and each of the consolidated statements results of income, retained earnings their operations and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance consistent with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein past practices and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the 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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect).

SEC Documents. Global has filed with the SEC all documents (aincluding exhibits and any amendments thereto) RELP 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 or will make available to AIP prior to July 31, 1997, Santa Fe each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared by (other than preliminary materials) it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 1994has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Global Reports"). The RELP ReportsAs of its respective date, which were or will be filed each Global Report (i) complied in all material respects in accordance with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act applicable requirements of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Global Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Global and its Subsidiaries as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in stockholders' equity included in or incorporated by reference into the RELP Global Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders' equity, as the case may be, of RELP Global and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to (x) such exceptions as may be permitted by Form 10-Q of the SEC and (y) normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on the consolidated balance sheet of RELP at March 31, 1997Global and its Subsidiaries included in the most recent Global Report filed prior to the date of this Agreement that includes such a balance sheet, including all notes thereto, or as set forth in of the RELP Reportsdate of such balance sheet, RELP neither Global nor any of its Subsidiaries has no material 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 RELP Global or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles consistently applied, except other than liabilities arising or obligations which do not and are not reasonably likely to have, individually or in the ordinary course of business since such date which would not have aggregate, a RELP Global Material Adverse Effect.

SEC Documents. (a) RELP PZE has made available or will make available to AIP prior to July 31, 1997, DVN each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared (other than preliminary materials) filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) PZE with the SEC since January 1, 19941998, each in the form (including exhibits and any amendments thereto) filed with the SEC prior to the date hereof (collectively, the "RELP PZE Reports"). The RELP Reports, which were or will be and PZE has filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under it with the Securities Act of 1933SEC pursuant to relevant securities statutes, as amended (the "Securities Act")regulations, the Exchange Act policies and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as since such time. As of their respective dates, the RELP PZE Reports (i) complied as to form were prepared in all material respects in accordance with the applicable requirements of the Securities Laws Act, the Exchange Act, and the rules and regulations thereunder and complied in all material respects with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except for such statements, if any, as have been modified by subsequent filings with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP PZE Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP PZE and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and comprehensive income, cash flows of RELP and stockholders' equity included in or incorporated by reference into the RELP PZE Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders' equity, as the case may be, of RELP PZE and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal yearsuch exceptions as may be permitted by Form 10-end audit adjustments which would not be material in amount or effectQ of the SEC), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March therein. Since December 31, 19971998, including all notes thereto, or as set forth in the RELP Reports, RELP has no material neither PZE nor any of its Subsidiaries had any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that ), other than liabilities or obligations disclosed in PZE Reports or which would be required to be reflected onnot have, or reserved against in, a balance sheet of RELP individually or in the notes theretoaggregate, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP PZE Material Adverse Effect.

SEC Documents. (a) RELP Target has made previously delivered (except to the extent such filings are publicly available or will make available on the EXXXX system) to AIP prior to July 31, 1997, Acquiror each registration statement, report, proxy statement or information statement (other than preliminary materials) filed by Target with the Securities and 6 all exhibits thereto prepared by it or relating to its properties Exchange Commission (including registration statements covering mortgage pass-through certificates“SEC”) since January 1, 19942002, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyprior to the date hereof, the "RELP Reports"). The RELP Reports, which were or will be and Target has timely filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under it with the Securities Act of 1933SEC pursuant to relevant securities statutes, as amended regulations, policies and rules since such time (the "Securities Act")collectively, the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as “Target Reports”). As of their respective dates, the RELP Target Reports (i) complied as to form were prepared in all material respects accordance with the applicable requirements of the Securities Laws Act, the Exchange Act, and the rules and regulations thereunder and complied with the then applicable accounting requirements and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Target Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of RELP Target and its Subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and stockholders’ equity included in or incorporated by reference into the RELP Target Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, retained earnings and cash flowsflows or changes in stockholders’ equity, as the case may be, of RELP Target and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)therein, in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, for year-end audit adjustments and as permitted by the Securities Lawsotherwise may be noted therein. (cb) Except as Target maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act; such controls and procedures are effective to ensure that all material information concerning Target and its Subsidiaries is made known on a timely basis to the extent set forth on individuals responsible for the balance sheet preparation of RELP at March 31, 1997, including all notes thereto, or as set forth in Target’s filings with the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse EffectSEC and other public disclosure documents.

SEC Documents. (a) RELP Trega has made available or will make available filed all reports required to AIP prior to July 31be filed by it with the Securities and Exchange Commission (the "SEC") since June 30, 1997, each registration statementand Trega has furnished, reportor made available to NaviCyte, proxy statement or information statement true, correct and 6 all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage passcomplete copies of Trega's Annual Report on Form 10- K for the year ended December 31, 1997 and Trega's Quarterly Report on Form 10-through certificates) since January 1Q for the quarter ended June 30, 1994, each in the form (including exhibits and any amendments thereto) filed with the SEC 1998 (collectively, the "RELP ReportsTREGA SEC DOCUMENTS"). 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) each Trega SEC Document complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act of 1934, as amended (the "1934 ACT"), and (ii) did not contain none of the Trega SEC Documents, as of their respective dates, contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each . (b) Each of the balance sheets of RELP included audited consolidated financial statements (including, in or incorporated by reference into each case, any notes thereto) contained in the RELP Reports (including Trega SEC Documents was prepared in accordance with GAAP throughout the related notes and schedules) fairly presents the financial position of RELP as of its date and each periods indicated. Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Trega SEC Documents fairly presented in all material respects the consolidated financial position, results of income, retained earnings operations and changes in stockholders' equity and cash flows of RELP included in or incorporated by reference into Trega and its consolidated subsidiaries as at the RELP Reports (including any related notes respective dates thereof and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the respective periods set forth indicated therein (subject, in the case of unaudited statements, to (i) normal year-end audit adjustments which would are not expected, individually or in the aggregate, to be material in amount or effectand (ii) the absence of all GAAP notes to such financial statements), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and (i) to the extent set forth on the balance sheet of RELP Trega as at March 31June 30, 19971998, including all the notes theretothereto (the "TREGA BALANCE SHEET"), or (ii) as set forth on SCHEDULE 4 attached hereto or (iii) as disclosed in the RELP Reportsany Trega SEC Document, RELP has no material liabilities Trega does not have any liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that which would be required to be reflected on, or reserved against in, on a balance sheet of RELP sheet, or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently appliedGAAP which would have a material adverse effect on the assets, business or results of operations of Trega, except for liabilities arising and obligations incurred in the ordinary course of business consistent with past practice since such December 31, 1997. (d) With respect to those agreements, documents and other instruments that have been filed by Trega as exhibits to Trega SEC Documents and that are material to Trega's business as of the date which would of this Agreement, Trega has made available to NaviCyte complete and correct copies of all material amendments and modifications thereto (if any) that have not have a RELP Material Adverse Effectbeen filed by Trega with the SEC.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July 31As of its date of filing, 1997RMSI's registration ------------- statement on Form S-4, each registration statement, report, proxy statement or information statement and 6 all exhibits thereto prepared as amended by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January Amendment No. 1, 1994, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectivelyon April 20, 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 RELP under the Securities Act of 1933, as amended 1999 (the "Securities ActRMSI SEC Report"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, except as of their respective dates, the RELP Reports (i) complied as to form disclosed in all material respects with the applicable requirements Section 3.13 of the Securities Laws and (ii) RMSI Disclosure Letter, 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. To There is no material fact existing today directly relating to the RELP's actual knowledgebusiness, each operations or condition of 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 reasonably likely to 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 customers or principals, individually or in the aggregate, which results in a reduction in the annual revenues of RMSI and Xxxxxxx 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 than commission revenues. A true and complete copy of the RMSI SEC Report has been delivered to Xxxxxxx. Each of the consolidated balance sheets of RELP RMSI included in or incorporated by reference into the RELP Reports RMSI SEC Report (including the related notes and schedules) fairly presents the consolidated financial position of RELP RMSI and RMSI Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP RMSI included in or incorporated by reference into the RELP Reports RMSI SEC Report (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP RMSI and the RMSI Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities LawsExchange Act of 1934, as amended (the "Exchange Act"). (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July a. WTC's Annual Report on Form 10-K for the fiscal year ended December 31, 19972000, each and all other reports, registration statementstatements, report, definitive proxy statement statements or information statement and 6 all exhibits thereto prepared statements filed or to be filed by it or relating to any of its properties (including registration statements covering mortgage pass-through certificates) Subsidiaries since January 1, 19941998 under the Securities Act, each or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, in the form (including exhibits and any amendments thereto) filed or to be filed with the SEC (collectively, the WTC's "RELP ReportsSEC Documents"). The RELP Reports, which were as of the date filed, (A) complied or will be filed comply in all material respects as to form with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP applicable requirements under the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act")case may be, the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (iiB) did not and will not, as the case may be, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, ; and each of the balance sheets of RELP included contained in or incorporated by reference into the RELP Reports any such SEC Document (including the related notes and schedulesschedules thereto) fairly presents presents, or will fairly present, as the case may be, the financial position of RELP WTC and its Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings income and changes in shareholders' equity and cash flows of RELP included or equivalent statements in or incorporated by reference into the RELP Reports such SEC Documents (including any related notes and schedulesschedules thereto) fairly presents presents, or will fairly present, as the case may be, the results of operations, retained earnings changes in shareholders' equity and changes in cash flows, as the case may be, of RELP WTC and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect)they relate, in each case in accordance with generally accepted accounting principles consistently applied GAAP during the periods involved, except in each case as may be noted therein and exceptsubject to normal, recurring year-end audit adjustments in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as b. Since September 30, 2001, WTC has not suffered any change that has had a Material Adverse Effect on WTC, and to the extent set forth on the balance sheet Knowledge of RELP at March 31, 1997, including all notes thereto, WTC there is no impending event or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) condition that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse EffectEffect on WTC.

SEC Documents. (ai) RELP CPA16 has made available to CPA14 (by public filing with the SEC or will make available to AIP prior to July 31, 1997, otherwise) a true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement or information statement and 6 all exhibits thereto prepared filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) CPA16 with the SEC since January 1, 1994, each in 2007 (the form (including exhibits and any amendments thereto“CPA16 SEC Documents”) which are all of the documents required to have been filed by CPA16 with the SEC (collectively, the "RELP Reports")since that date. 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) CPA16 SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act, the Exchange Act or the SOX Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such CPA16 SEC Documents and none of the CPA16 SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later CPA16 SEC Documents filed and publicly available prior to the date of this Agreement. To CPA16 does not have any outstanding and unresolved comments from the RELP's actual knowledge, each SEC with respect to the CPA16 SEC Documents. The consolidated financial statements of CPA16 and CPA16 Subsidiaries included in the CPA16 SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the balance sheets of RELP included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Securities LawsExchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of CPA16 and the CPA16 Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of CPA16 and the CPA16 Subsidiaries for the periods presented therein, in each case, except to the extent such financial statements have been modified or superseded by later CPA16 SEC Documents filed and publicly available prior to the date of this Agreement. No CPA16 Subsidiary is required to make any filing with the SEC. (cii) Except CPA16 maintains a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) access to assets is permitted only in accordance with management’s general or specific authorization and (C) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (iii) CPA16’s “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are reasonably designed to the extent set forth on the balance sheet of RELP at March 31, 1997, including ensure that (A) all notes thereto, or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature information (whether accrued, absolute, contingent or otherwiseboth financial and non-financial) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or disclosed by CPA16 in the notes theretoreports that it files or submits under the Exchange Act is recorded, prepared in accordance with generally accepted accounting principles consistently appliedprocessed, except liabilities arising summarized and reported within the time periods specified in the ordinary course rules and forms of business since the SEC and (B) all such information is accumulated and communicated to CPA16’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of CPA16 required under the Exchange Act with respect to such reports. (iv) Since December 31, 2009, CPA16 has not received any notification of (A) a “significant deficiency” or (B) a “material weakness” in CPA16’s internal controls. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release 2004-001 of the Public Company Accounting Oversight Board, as in effect on the date which would not have a RELP Material Adverse Effectof this Agreement.

SEC Documents. Seller has delivered (aincorporated by reference to the Seller's filings as reported on the SEC's web site) RELP has made available or will make available to AIP prior to July 31, 1997, Purchaser each registration statement, report, proxy statement or information statement prepared and 6 all exhibits thereto prepared filed with the Securities and Exchange Commission by it or relating to since June 30, 2003, including, without limitation, its properties (including registration statements covering mortgage passAnnual Report on Form 10-through certificates) since January 1KSB for the year ended June 30, 19942003, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP Seller 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Seller Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Seller Reports (including the related notes and schedules) fairly presents presents, in all material respects, the consolidated financial position of RELP Seller and its Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Seller Reports (including any together with the related notes and schedules) fairly presents presents, in all material respects, the results of operations, retained earnings and or cash flows, as the case may be, of RELP Seller and its Subsidiaries for the periods set forth therein (subject, in subject to the case lack of unaudited statements, to footnote disclosure and normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) therein. Except as and to the extent set forth on in the consolidated balance sheet of RELP Seller and its Subsidiaries at March 31June 30, 19972003, including all notes thereto, or as set forth in the RELP Seller Reports, RELP neither Seller nor any of its Subsidiaries has no any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP Seller or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effectdate.

SEC Documents. (a) RELP has Xxxxxx and its Subsidiaries have filed with the SEC all documents (including exhibits and any amendments thereto) required to be so filed by them since January 1, 2016 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and have made available or will make available to AIP prior NAM (including by reference to July 31, 1997, the SEC’s website at xxx.xxx.xxx) 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 certificatesother than preliminary materials) since January 1, 1994they have so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, the "RELP “Xxxxxx Reports"”). The RELP ReportsAs of its respective date, which were or will be filed with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports each Xxxxxx Report (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act and the rules and regulations thereunder and (ii) did not not, as of such date, 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, except for any statements in any Xxxxxx Report that have been modified by an amendment to such report filed with the SEC prior to the date hereof. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Xxxxxx 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 RELP Xxxxxx and its Subsidiaries (or such entities as indicated in such balance sheet) as of its date date, and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and changes in stockholders’ equity included in or incorporated by reference into the RELP Xxxxxx Reports (including any 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 results of operations, retained earnings and cash flowsflows or changes in stockholders’ equity, as the case may be, of RELP Xxxxxx and its Subsidiaries (or such entities as indicated in such balance sheet) for the periods set forth therein (subject, in the case of unaudited statements, to normal (x) such exceptions as may be permitted by Form 10-Q promulgated by the SEC and (y) normal, recurring year-end audit adjustments which would are not be material in amount or effectthe aggregate), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Lawstherein. (cb) Except as and to the extent set forth on the consolidated balance sheet of RELP at March 31, 1997Xxxxxx and its Subsidiaries included in the most recent Xxxxxx Report filed prior to the date of this Agreement that includes such a balance sheet, including all related notes thereto, or as set forth in the RELP Reports, RELP neither Xxxxxx nor any of its Subsidiaries has no material 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 consolidated balance sheet of RELP Xxxxxx or in the notes thereto, thereto prepared in accordance with generally accepted accounting principles GAAP consistently applied, except other than liabilities arising or obligations which, individually or in the ordinary course of business since such date which would aggregate, have not had and are not reasonably likely to have a RELP Xxxxxx Material Adverse Effect. (c) Since January 1, 2016, the Chief Executive Officer and Chief Financial Officer of Xxxxxx have made all certifications (without qualification or exceptions to the matters certified) required by the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and the statements contained in any such certifications are complete and correct; neither Xxxxxx 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. Xxxxxx 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 Xxxxxx and its Subsidiaries is made known on a timely basis to the individuals responsible for preparing the Xxxxxx Reports and other public disclosure. Since January 1, 2016, subject to any applicable grace periods, Xxxxxx has been and is in substantial compliance with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the OTCQX. As of the date hereof, Xxxxxx has no knowledge of any material weaknesses in the design or operation of its internal controls over financial reporting. (d) Xxxxxx 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. (e) Neither Xxxxxx nor its Subsidiaries has, since January 1, 2016, 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 Xxxxxx. No loan or extension of credit is maintained by Xxxxxx or its Subsidiaries to which the second sentence of Section 13(k)(1) of the Exchange Act applies.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July 31Parent and Buyer have furnished the Company, 1997, WJR and DCR with a correct and complete copy of each registration statement, report, proxy schedule, and final registration statement filed by Parent or information statement Buyer with the SEC on or after January 1, 1994 (the "SEC Documents"), which are all the documents (other than preliminary materials) that Parent and 6 all exhibits thereto prepared by it Buyer were required to file with the SEC on or relating to its properties (including registration statements covering mortgage pass-through certificates) since after 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates or, in the case of registration statements, their effective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements none of the Securities Laws SEC Documents (including all exhibits and (iischedules thereto) did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To , and the RELP's actual knowledge, each SEC Documents complied when filed in all material respects with the then applicable requirements of the balance sheets of RELP included in Securities Act or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flowsExchange Act, as the case may be, and the rules and regulations promulgated by the SEC thereunder. The financial statements of RELP for the periods set forth therein (subject, Parent and Buyer included in the case SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of unaudited statementsthe SEC with respect thereto, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved, involved (except as may be noted therein and excepthave been indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q promulgated by the Securities Laws. SEC) and fairly present (c) Except as and to the extent set forth on the balance sheet of RELP at March 31subject, 1997, including all notes thereto, or as set forth in the RELP Reportscase of the unaudited statements, RELP has no material liabilities to normal year-end audit adjustments) the consolidated financial position of Parent or obligations Buyer, as the case may be, and their consolidated subsidiaries as at the dates thereof and the consolidated results of any nature (whether accrued, absolute, contingent or otherwise) that would be their operations and cash flows for the periods then ended. Parent and Buyer have filed all documents and agreements which were required to be reflected onfiled as exhibits to the SEC Documents. SCHEDULE III sets forth a correct and complete list of all documents or agreements, or reserved against inif any, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would be included as exhibits to an Annual Report on Form 10-K and which have not have a RELP Material Adverse Effectheretofore been filed as an exhibit to any of 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 this Agreement and long-term debt agreements which are not required to be filed pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K promulgated by the SEC.

SEC Documents. (a) RELP has made available To the actual knowledge of the members of the Special Committee, without independent inquiry or will make available to AIP prior to July 31investigation, 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, 19942005, each in the form (including exhibits and any amendments thereto) REIT has 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 other documents required to be filed by RELP it during such period under the Securities Exchange Act of 1933, as amended (the "Securities Act"“REIT SEC Documents”), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) . To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements knowledge of the Securities Laws and (ii) did not contain members of the Special Committee, without independent inquiry or investigation, at the respective times they were filed, none of the REIT SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading except to the extent corrected in a subsequently filed REIT SEC Document filed with the SEC prior to the date hereof. To the RELP's actual knowledge, each knowledge of the balance sheets members of RELP the Special Committee, without independent inquiry or investigation, the consolidated financial statements (including in each case any notes thereto) of the REIT included in or incorporated by reference into the RELP Reports REIT SEC Documents were prepared in conformity with GAAP consistently applied throughout the periods covered thereby (including except in each case as described in the related notes thereto) and schedules) fairly presents the financial position of RELP as of its date and each of presented in all material respects the consolidated statements financial position, results of income, retained earnings operations and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes REIT and schedules) fairly presents its consolidated subsidiaries as at the results of operations, retained earnings respective dates thereof and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited statements, statements to normal year-end audit adjustments which would not be material in amount or effectand to any other adjustments described therein), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on corrected in a subsequently filed REIT SEC Document filed with the balance sheet of RELP at March 31, 1997, including all notes thereto, or as set forth in SEC prior to the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effecthereof.

SEC Documents. (a) RELP has made available or will make available to AIP prior to July 31For the purposes of this Agreement, 1997, the "Parent Reports" means each registration statement, report, proxy statement or information statement and 6 all exhibits thereto of Parent prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificates) since January 1, 19941995, each in the form (including exhibits and any amendments thereto) filed with the SEC (collectively, SEC. As of 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Parent Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws Act, the Exchange Act, and the rules and regulations thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP included in or incorporated by reference into the RELP Parent Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP Parent and its Subsidiaries as of its date date, and each of the consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Parent Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP Parent and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, therein. Neither Parent nor any of its Subsidiaries has any liabilities or obligations required to be disclosed in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the a balance sheet of RELP at March 31, 1997, including all notes thereto, Parent or as set forth in the RELP Reports, RELP has no material notes thereto prepared in accordance with generally accepted accounting principles consistently applied except (a) liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP Parent or in the notes thereto, prepared and included in accordance with generally accepted accounting principles consistently appliedthe Parent Reports and (b) liabilities or obligations incurred since March 31, except liabilities arising 1997 in the ordinary course of business since such date which would not have a RELP Material Adverse Effectbusiness.

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

SEC Documents. (a) RELP Activision has 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) timely 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 RELP Activision since March 31, 2001 under the Securities Act, the Securities Exchange Act of 19331934, as amended (the "Securities Exchange Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws"), including, without limitation, (i) for the periods stated above. Annual Report on form 10-K, (bii) To 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 RELP's actual knowledge"Activision SEC Reports"), as 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 RELP Activision SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP Activision included in or incorporated by reference into the RELP Activision SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP Activision and its consolidated subsidiaries as of its date and each of the consolidated statements of incomeoperations, retained earnings and cash flows of RELP and Members' equity included in or incorporated by reference into the RELP Activision SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings cash flows and cash flowsMembers' equity, as the case may be, of RELP Activision and its consolidated subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities LawsExchange Act. (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP uKarma hereby makes reference to all documents it has 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 United States Securities and Exchange Commission (the “SEC”), some of which are posted on the SEC’s website, xxx.xxx.xxx (collectively, the "RELP Reports"“SEC Documents”). The RELP Reports, which were or will be filed SEC Documents constitute all of the documents and reports that uKarma was required to file with the SEC in a timely manner, constitute all forms, reports and documents required pursuant to be filed by RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively by the "Securities Laws") for SEC since the periods stated above. (b) To the RELP's actual knowledge, as effectiveness of uKarma’s Form SB-2. As of their respective dates, the RELP Reports (i) SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act and/or the Exchange Act, as the case may require, and (ii) did not contain any the rules and regulations promulgated thereunder and none of the SEC Documents contained an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To The consolidated financial statements of uKarma included in the RELP's actual knowledge, each SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the balance sheets SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles in the United States (except, in the case of RELP included unaudited statements, as permitted by the applicable form under the Securities Act and/or the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in or incorporated by reference into the RELP Reports (including the related notes thereto) and schedules) fairly presents present the financial position of RELP uKarma as of the dates thereof and its date and each of the consolidated statements of incomeoperations, retained earnings shareholders’ equity and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustments which would were and are not be expected to have a material in amount adverse effect on uKarma, its business, financial condition or effectresults of operations), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) . Except as and to the extent set forth on the balance sheet of RELP at uKarma as of March 31, 19972010, including all the notes thereto, or as set forth in the RELP Reports, RELP uKarma has no material liabilities liability or obligations obligation of any nature (whether accrued, absolute, contingent or otherwise) that would be otherwise and whether required to be reflected on, or reserved against in, on a balance sheet of RELP or in not). Neither uKarma nor its officers or directors have received any correspondence from the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse EffectSEC commenting on any SEC Document.

SEC Documents. (a) RELP Adirondack has made available or will make available to AIP prior to July 31, 1997, CNB a true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement or information statement and 6 all exhibits thereto prepared filed 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 Adirondack with the SEC Securities and Exchange Commission (collectivelythe "SEC") (as such documents have since the time of their filing been amended, the "RELP ReportsAdirondack SEC Documents"). The RELP Reports, which were or will be filed are all the documents that Adirondack was required to file with the SEC. As of their respective dates of filing with the SEC, the Adirondack SEC Documents complied in a timely manner, constitute all forms, reports and documents required to be filed by RELP under material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws SEC thereunder applicable to such Adirondack SEC Documents, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleadingmisleading (provided that certain statements regarding the number of authorized shares of Adirondack capital stock were incorrect). To The financial statements of Adirondack included in the RELP's actual knowledgeAdirondack SEC Documents complied as to form, each as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the balance sheets of RELP included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance SEC with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by the Securities Laws. (c) Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes respect thereto, or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, have been prepared in accordance with generally accepted accounting principles consistently applied, applied on a consistent basis during the periods involved (except liabilities arising as may be indicated in the ordinary course notes) and fairly present in all material respects the consolidated financial position of business since such date which would not Adirondack as of the dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows for the years then ended. All material agreements, contracts and other documents required to be filed as exhibits to any of the Adirondack SEC Documents have a RELP Material Adverse Effectbeen so filed.

SEC Documents. (a) RELP CSL has made available or will make available filed, pursuant 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 RELP under the Securities and the Securities and Exchange Act of 19331934, as amended (the "Securities Exchange Act")) all SEC Documents required to be filed 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 of the SEC Documents complied in all material respects with all applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the appropriate act and the rules and regulations promulgated thereunder in effect on the date each such report was filed, (collectively c) at the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledgerespective dates they were filed, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements none of the Securities Laws and (ii) 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 misleading. To , an (d) the RELP's actual knowledge, each consolidated financial statements of CSL included in the SEC Documents complied as to the form in all material respects with he applicable accounting requirements and the published rules and regulations of the balance sheets of RELP included SEC with respect thereto, have been prepared in accordance with GAAP consistently applied throughout the period involved (except as may be indicated therein or incorporated by reference into in the RELP Reports (including the related notes thereto) and schedules) fairly presents the financial position of RELP as of its date and each of present the consolidated statements financial position, results of income, retained earnings operations and cash flows of RELP included in CSL as of the dates or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (indicated therein, subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by to normal year-end adjustments and the Securities Laws. absence of certain footnote disclosures. As used herein, the term "SEC Documents" means and includes the SEC Documents and all other material forms, statements, reports and documents (c) Except as and to the extent set forth on the balance sheet of RELP at March 31, 1997, including all notes exhibits, amendments and supplements thereto, or as set forth in the RELP Reports, RELP has no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected onfiled with respect to the business and operations of CSL under each of the Securities Act and the Exchange Act, or reserved against in, a balance sheet of RELP or in and the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effectrespective rules and regulations thereunder.

SEC Documents. (a) RELP The REIT has made available or will make available to AIP prior to July 31, 1997, Buyer a true and complete copy of each registration statement, report, schedule, registration statement and definitive proxy statement or information statement and 6 all exhibits thereto prepared filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) the REIT with the SEC since January 1, 19941997 and prior to or on the date hereof (the "REIT SEC Documents"), each in which are all the form documents (including exhibits and any amendments theretoother than preliminary material) filed that the REIT was required to file with the SEC (collectivelybetween January 1, 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act 1997 and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as date hereof. As of their respective dates, the RELP Reports (i) REIT SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such REIT SEC Documents, and none of the REIT SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To The REIT has no outstanding and unresolved comments from the RELP's actual knowledge, each SEC with respect to any of the balance sheets REIT SEC Documents. The financial statements of RELP the REIT included in or incorporated by reference into the RELP Reports (including REIT SEC Documents complied as to form in all material respects with the related notes published rules and schedules) fairly presents the financial position of RELP as of its date and each regulations of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently ("GAAP") applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X of the Securities Laws. SEC) and fairly presented in accordance with applicable requirements of GAAP (csubject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material) the consolidated financial position of the REIT and its consolidated Subsidiaries as of their respective dates and the consolidated statements of income and the consolidated cash flows of the REIT and its consolidated Subsidiaries for the periods presented therein. Except as disclosed in the REIT SEC Documents, there are no agreements, arrangements or understandings between the REIT and any party who is at the date hereof or was at any time prior to the extent set forth on date hereof but after January 1, 1997 an Affiliate (as hereinafter defined) of 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 or obligations of any nature (whether accrued, absolute, contingent or otherwise) REIT that would be are required to be disclosed in the REIT SEC Documents. The books of account and other financial records of the REIT are true, complete and correct in all material respects and are accurately reflected onin all material respects in the financial statements included in the REIT SEC Documents. As used in this Agreement, "Affiliate" means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition and this Agreement, the term "control" (and correlative terms) means the power, whether by contract, equity ownership or otherwise, to direct the policies or management of a Person. As used in this Agreement, "Person" means an individual, corporation, partnership, limited liability company, association, trust, unincorporated organization, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effectother entity.

SEC Documents. The Company has filed all registration statements, reports, proxy statements or information statements (acollectively, the "SEC Reports") RELP has made available or will make available required to AIP prior to be filed by the Company with the Securities and Exchange Commission (the "SEC") since July 31, 19971992. Except as set forth on SCHEDULE 2.6, as of their respective dates, 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 SEC Report (including exhibits and any amendments thereto) ), filed by the Company with the SEC (collectivelySEC, 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form was prepared in all material respects in accordance with the applicable requirements of the Securities Laws Act of 1933 (the "Securities Act") or the Securities Exchange Act of 1934 (the "Securities Exchange Act"), as the case may be, and the respective rules and regulations promulgated thereunder and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP the Company included in or incorporated by reference into the RELP SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP the Company and its Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP the Company included in or incorporated by reference into the RELP SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case therein. As of the unaudited statementsdate hereof, as permitted by the Company is eligible to file registration statements under the Securities Laws. (c) Except as Act on Form S-3 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 or obligations Company is not aware of any nature (whether accrued, absolute, contingent facts or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date circumstances which would not have a RELP Material Adverse Effectcause it to fail to meet the eligibility requirements for use of Form S-3.

SEC Documents. (a) RELP Sierra has delivered or made available or will make available to AIP prior to July 31, 1997, PCA a true and complete copy of each registration statement, material report, schedule, registration statement and definitive proxy statement or information statement and 6 all exhibits thereto prepared filed by it or relating to its properties (including registration statements covering mortgage pass-through certificates) Sierra with the SEC since January 1, 19941992 (as such documents have since the time of their filing been amended, each in the form "Sierra SEC Documents") which are all the documents (including exhibits and any amendments theretoother than preliminary material) filed that Sierra was required to file with the SEC (collectively, the "RELP Reports")since such date. 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) Sierra SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Act or the Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Sierra SEC Documents, and at the time of its filing none of the Sierra SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To The consolidated financial statements of Sierra and its consolidated Subsidiaries included in the RELP's actual knowledge, each Sierra SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the balance sheets of RELP included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each of the consolidated statements of incomeSEC with respect thereto, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the Securities Laws. SEC) and fairly present in all material respects (c) Except as and to the extent set forth on the balance sheet of RELP at March 31subject, 1997, including all notes thereto, or as set forth in the RELP Reportscase of the unaudited statements, RELP has no material liabilities or obligations to normal, recurring audit adjustments) the consolidated financial position of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet Sierra and its consolidated Subsidiaries as at the dates thereof and the consolidated results of RELP or in their operations and cash flows for the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effectperiods then ended.

SEC Documents. The Partnership SEC Documents include all the documents (aother than preliminary material) RELP has made available or will make available that the Partnership was required 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 file under the form (including exhibits and any amendments thereto) filed Exchange Act with the SEC (collectivelysince December 31, the "RELP Reports")2005. 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 RELP under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as As of their respective dates, the RELP Reports (i) Partnership SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Laws Exchange Act, as the case may be, and (ii) did not contain the rules and regulations of the SEC thereunder applicable to such Partnership SEC Documents, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each The financial statements of the balance sheets of RELP Partnership included in or incorporated by reference into the RELP Reports (including Partnership SEC Documents were prepared from the related notes books and schedules) fairly presents the financial position of RELP as of its date and each records of the consolidated statements Partnership and its subsidiaries, complied as to form in all material respects with the published rules and regulations of incomethe SEC with respect thereto, retained earnings and cash flows of RELP included in or incorporated by reference into the RELP Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case were prepared in accordance with generally accepted accounting principles consistently GAAP applied on a consistent basis during the periods involved, involved (except as may be noted therein and exceptindicated in the notes thereto or, in the case of the unaudited statements, as permitted by the Securities Laws. (cRule 10.01 of Regulation S-X) 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 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 RELP or in the notes thereto, prepared fairly present in accordance with generally accepted accounting principles consistently appliedapplicable requirements of GAAP (subject, except liabilities arising in the ordinary course case of business since such date the unaudited statements, to normal, recurring adjustments, none of which would not is material) the consolidated financial position of the Partnership and its consolidated subsidiaries as of their respective dates and the consolidated results of operations and the consolidated cash flows of the Partnership and its consolidated Subsidiaries for the periods presented therein. Notwithstanding the foregoing statements, the Partnership, the General Partner and the Buyer shall have a RELP Material Adverse Effectno liability with respect to any current report on Form 8-K of the Partnership that was “furnished” rather than “filed” with the SEC.

SEC Documents. Purchaser has filed all required forms, reports ------------- and documents with the Securities and Exchange Commission (athe "SEC") RELP has made available or will make available to AIP prior to July since December 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 1995 (collectively, the "RELP Purchaser SEC 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 RELP under after that date pursuant to the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder (collectively collectively, the "Securities Laws") for ). The Purchaser SEC Reports were filed with the periods stated above. (b) To the RELP's actual knowledge, as SEC in a timely manner. As of their respective dates, the RELP Purchaser SEC Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each Each of the consolidated balance sheets of RELP Purchaser included in or incorporated by reference into the RELP Purchaser SEC Reports (including the related notes and schedules) fairly presents the consolidated financial position of RELP Purchaser and the Purchaser Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of RELP Purchaser included in or incorporated by reference into the RELP Purchaser SEC Reports (including any related notes and schedules) fairly presents the results of operations, retained earnings and or cash flows, as the case may be, of RELP Purchaser and the Purchaser Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Section 13 or 15(d) of the Securities LawsExchange Act. (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 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse Effect.

SEC Documents. (a) RELP 3.1 The Buyer has made available filed 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 furnished all forms, reports and other documents required to be filed or furnished by RELP the Buyer with the SEC under the Securities Act or the Exchange Act (all such documents filed or furnished by the Buyer, the “Buyer SEC Documents”) since 18 May 2022. None of 1933the subsidiaries of the Buyer is required to make any filings with the SEC pursuant to the Exchange Act. 3.2 As of its respective filing date (or, as if amended (or superseded prior to the "Securities Act"date of this Agreement, on the date of such filing), each Buyer SEC Document complied in all material respects with any applicable requirements of the SOX, the Exchange Act Act, and the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder as they may apply to such Buyer SEC Document, and did not, at the time it was filed or furnished (collectively or, if amended or superseded prior to the "Securities Laws") for date of this Agreement, on the periods stated above. (b) To the RELP's actual knowledgedate of such filing), as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the RELP's actual knowledge, each of the balance sheets of RELP included in or incorporated by reference into the RELP Reports (including the related notes and schedules) fairly presents the financial position of RELP as of its date and each . 3.3 Each of the consolidated financial statements of income, retained earnings and cash flows of RELP the Buyer included in or incorporated the Buyer SEC Documents (including, in each case, any notes thereto) was prepared in accordance with the IFRS applied on a consistent basis throughout the periods indicated (except as may be indicated in notes thereto or, in the case of unaudited statements, as permitted by reference into the RELP Reports (including any related notes rules and schedulesregulations of the SEC) and each fairly presents presented, in all material respects, the consolidated financial position, the results of operations, retained earnings cash flows and cash flows, changes in shareholders’ equity of the Buyer and its subsidiaries as at the case may be, of RELP respective dates thereof and for the respective periods set forth indicated therein (subject, in the case of unaudited interim statements, to normal year-end audit adjustments which would not be material in amount or effectadjustments), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except . Except as may be noted therein and except, has been described in the case Buyer SEC Documents, there are no unconsolidated subsidiaries of the unaudited statements, as permitted Buyer or any off-balance sheet arrangements of the type required to be disclosed pursuant to Item 303 of Regulation S-K promulgated by the Securities LawsSEC. (c) 3.4 Except as and to the extent set forth on in the audited consolidated balance sheet of RELP the Buyer and its consolidated subsidiaries as at March 31, 199731 December 2021, including all the notes thereto, neither the Buyer nor any subsidiary of the Buyer has any liability or as set forth in the RELP Reports, RELP has no material liabilities or obligations obligation 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 RELP or in the notes thereto, prepared in accordance with generally accepted accounting principles consistently applieddisclosed by IFRS, except for liabilities arising or obligations (i) incurred since 31 December 2021, in the ordinary course of business since business, (ii) in the form of executory obligations under any contract to which the Buyer is a party or is bound and that are not in the nature of material breaches of such date which contracts, (iii) incurred in connection with fees and expenses of legal counsel, accountants and other third party advisors or services providers, (iv) incurred in connection with the preparation and negotiation of this Agreement or pursuant to this Agreement or in connection with the transactions contemplated by this Agreement, or (v) that would not have reasonably be expected to have, individually or in the aggregate, a RELP Buyer Material Adverse Effect.

SEC Documents. (ai) RELP Innkeepers REIT has previously provided or made available to Purchaser (by public filing with the SEC or will make available to AIP prior to July 31otherwise) a true and complete copy of each report, 1997schedule, each registration statement, report, proxy other statement or information statement and 6 all exhibits thereto prepared by it or relating to its properties (including registration statements covering mortgage pass-through certificatesproxy statements) and information filed by Innkeepers REIT with the SEC since January 1, 19942004 and prior to or on the Closing Date (the "Innkeepers REIT SEC Documents"), each in which are all the form documents (including exhibits and any amendments theretoother than preliminary material) filed that Innkeepers REIT was required to file with the SEC (collectivelysince January 1, 2004 through the date hereof pursuant to the federal securities Laws and the SEC rules and regulations thereunder. As of their respective dates, the "RELP Reports"). The RELP Reports, which were or will be filed Innkeepers REIT SEC Documents complied in all material respects with the SEC in a timely manner, constitute all forms, reports and documents required to be filed by RELP under requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act Act, as the case may be, and the rules and regulations promulgated thereunder (collectively the "Securities Laws") for the periods stated above. (b) To the RELP's actual knowledge, as of their respective dates, the RELP Reports (i) complied as to form in all material respects with the applicable requirements of the Securities Laws SEC thereunder applicable to such Innkeepers REIT SEC Documents, in each case as in effect at such time, and (ii) did not contain none of the Innkeepers 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, except to the extent such statements have been modified or superseded by later Innkeepers REIT SEC Documents filed and publicly available prior to the date of this Agreement. To Innkeepers REIT does not have any outstanding and unresolved comments from the RELP's actual knowledge, each SEC with respect to any of the balance sheets Innkeepers REIT SEC Documents. The consolidated financial statements of RELP included in or incorporated by reference into the RELP Reports Innkeepers REIT (including the related notes thereto) included in the Innkeepers REIT SEC Documents (including the audited consolidated balance sheet of Innkeepers REIT (the "Balance Sheet") as at December 31, 2006 (the "Balance Sheet Date") and schedulesthe audited consolidated statements of income for the twelve (12) months ended December 31, 2006 and December 31, 2005 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, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presents present, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC, in each case, as in effect at such time, the assets, Liabilities and the consolidated financial position of RELP Innkeepers REIT and the Innkeepers Subsidiaries, taken as a whole, as of its date their respective dates and each of the consolidated statements results of income, retained earnings operations and cash flows of RELP included in or incorporated by reference into Innkeepers REIT and the RELP Reports (including any related notes and schedules) fairly presents the results of operationsInnkeepers Subsidiaries taken as a whole, retained earnings and cash flows, as the case may be, of RELP for the periods set forth therein (subject, presented therein. The books of account and other financial records of Innkeepers REIT and the Innkeepers Subsidiaries are accurately reflected in all material respects in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, financial statements included 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 or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be Innkeepers REIT SEC Documents. No Innkeepers Subsidiary is required to be reflected on, or reserved against in, a balance sheet of RELP or in make any filing with the notes thereto, prepared in accordance with generally accepted accounting principles consistently applied, except liabilities arising in the ordinary course of business since such date which would not have a RELP Material Adverse EffectSEC.