Common use of SEC Documents; Financial Statements; Undisclosed Liabilities Clause in Contracts

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership with the SEC since January 1, 1999 and on or prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, 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circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has EOP and EOP Partnership have filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents since July 8, 1997 and November 19, 1997, respectively, through the date hereof (as defined belowthe "EOP SEC Documents"). SCHEDULE 3.6(A) on a timely basis. Section 2.6 of to the Seller EOP Disclosure Letter contains a complete list of all Seller EOP SEC Documents filed by Seller or Seller EOP and EOP Partnership with the SEC since January 1, 1999 and under the Exchange Act on or prior to the date of this Agreement. All of the Seller EOP SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller EOP SEC Documents. None of the Seller EOP SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller EOP SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller EOP and the EOP Subsidiaries included in the Seller EOP SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller EOP and its the EOP Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except for liabilities and obligations set forth in the EOP SEC Documents or in SCHEDULE 3.6(B) to the EOP Disclosure Letter, neither EOP nor any EOP Subsidiary has no Subsidiaries which are not any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated for accounting purposesbalance sheet of EOP or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have an EOP Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) Seller RVI has timely filed, or furnished, as applicable, all reports, schedules, registration statements and other documents required to be filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed or submitted by Seller or Seller Partnership it with the SEC pursuant to the Securities Act, the Exchange Act or other applicable securities statutes, regulations, policies, rules or interpretations thereof since January 1, 1999 and on 2008 (the “RVI SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material)hereof, as of their respective filing datesthe date of such filing), the RVI SEC Documents complied in all material respects with all applicable the requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act")case may be, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated of the SEC thereunder applicable to such Seller RVI SEC Documents. None , and none of the Seller RVI SEC Documents at when filed (or, if amended or superseded by a filing prior to the time date hereof, as of filing contained, or will contain at the time date of filing if not yet filed, such filing) contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller . The RVI SEC Documents filed included all certificates required to be included therein pursuant to Sections 302 and publicly available906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), and the internal control report and attestation of RVI’s outside auditors required by Section 404 of the Xxxxxxxx-Xxxxx Act. The consolidated financial statements of Seller included in RVI has not received any written comments from the Seller SEC Documents complied (or, with respect to the Seller SEC Documents staff that have not been filed on or before resolved to the date hereof, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations satisfaction of the SEC with respect theretostaff. Since January 1, have been prepared (2008, RVI has not received a stop order or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in other order suspending the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.effectiveness or

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 2.5(a) of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership with the SEC since January 1, 1999 and on or prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary materialmaterial and, if amended or superseded by a filing prior to the date of this Agreement or of the Closing Date, then on the date of such filing), as of their respective filing dates, complied did or, if not yet filed, will (i) comply as to form in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller SEC Documents at the time of filing contained, or will and (ii) not contain at the time of filing if not yet filed, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied did (or, with respect to the Seller SEC Documents that have if not been filed on or before the date hereofyet filed, will complyupon filing will) 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 (or, if not yet filed, upon filing will be) prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or or, if not yet filed, upon filing will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The Company has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership material reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act since January 1, 1999 2018 (the “SEC Documents”). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and on as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material), as of their such respective filing dates, complied in all material respects with all applicable requirements none of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except . None of the Company’s Subsidiaries is subject to the extent such statements have been modified periodic reporting requirements of the Exchange Act. As of the date of this Agreement, there are no outstanding or superseded by later Seller unresolved comments in comment letters from the SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied (or, staff with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations any of the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in Documents. To the case of unaudited statements, as permitted by the applicable rules and regulations Knowledge of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its SubsidiariesCompany, as of the dates thereof and date of this Agreement, none of the consolidated results SEC Documents is the subject of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesongoing SEC review or outstanding SEC investigation.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed PREIT Partnership is not required by Seller any Law to file any reports, schedules, forms, statements or Seller Partnership other documents with the SEC since January 1, 1999 and on or prior has made no such filings. Except as set forth in Schedule 3.6(a) to the PREIT Disclosure Letter, PREIT has timely filed all reports, schedules, forms, statements, certifications and other documents required to be filed in accordance with the rules and requirements of the SEC since December 31, 1996 through the date of this Agreementhereof (collectively, including all exhibits thereto and any registration statement filed since such date, the "PREIT SEC Documents"). All of the Seller PREIT SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller PREIT SEC Documents. None of the Seller PREIT SEC Documents at the time of filing contained, nor will any report, schedule, form, statement or will contain at other document filed by PREIT after the time of filing if not yet fileddate hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller PREIT included in the Seller PREIT SEC Documents complied (orcomplied, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (presented, or will fairly present) , in all material respects, respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller PREIT and its SubsidiariesSubsidiaries taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, to normal yearas permitted by Form 10-end audit adjustmentsQ under the Exchange Act). Seller Except as set forth in Schedule 3.6(b) to the PREIT Disclosure Letter, PREIT has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the PREIT SEC Documents or in Schedule 3.6(c) to the PREIT Disclosure Letter, neither PREIT nor any PREIT Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of PREIT or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a PREIT Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Each of JP and PDC LP has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership required reports, schedules, forms, statements and other documents with the SEC since January 1, 1999 1997 through the date hereof (collectively, the "JP SEC Documents"). Schedule 2.6(a) to the JP Disclosure Letter contains a true, complete and on correct list of all JP SEC Documents filed by JP or prior to PDC LP with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), between January 1, 1997 and the date of this Agreement. All of the Seller JP SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller JP SEC Documents. None of the Seller JP SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller JP SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller JP and PDC LP, respectively, included in the Seller JP SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller (a) in the case of JP, JP and the consolidated JP Subsidiaries taken as a whole, and (b) in the case of PDC LP, PDC LP and its Subsidiariesconsolidated JP Subsidiaries taken as a whole, in each case, as of the dates thereof thereof, and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except as set forth in Schedule 2.6(b) to the JP Disclosure Letter, JP has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the JP SEC Documents or in Schedule 2.6(c) to the JP Disclosure Letter or incurred by JP or any JP Subsidiary in the ordinary course of business since December 31, 2001, none of JP or any JP Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of JP or in the notes thereto and which, individually or in the aggregate, would have a JP Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The Company has timely filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller with, furnished or Seller Partnership with otherwise transmitted to the SEC since January 1all Company SEC Documents. As of its respective date, 1999 and on each Company SEC Document (including any financial statements or prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material), as of their respective filing dates, schedules included therein) complied in all material respects with all applicable the requirements of the Securities Act of 1933and Exchange Act, as amended (the "Securities Act")case may be, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Seller Company SEC Documents. None of the Seller SEC Documents at the time of filing contained, or will and did not contain at the time of filing if not yet filed, any untrue statement of a material fact or omittedomit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised or will omit at superseded by a later dated Company SEC Document, none of the time Company SEC Documents contains any untrue statement of filing if not yet filed, 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, except . The Company has timely responded to all comment letters of the staff of the SEC relating to the extent such statements have been modified Company SEC Documents, and the SEC has not advised the Company that any final responses are inadequate, insufficient or superseded by later Seller SEC Documents filed and publicly availableotherwise non-responsive. The consolidated financial statements Company has made available to Parent true, correct and complete copies of Seller included in all correspondence between the Seller SEC Documents complied (orSEC, with respect on the one hand, and the Company and any Company Subsidiaries, on the other, occurring since December 31, 2002 and prior to the Seller SEC Documents that have not been filed on date hereof and will, reasonably promptly following the receipt thereof, make available to Parent any such correspondence sent or before received after the date hereof, will comply) as to form in all material respects with applicable accounting requirements and . To the published rules and regulations Knowledge of the SEC with respect theretoCompany, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations none of the SEC) applied on a consistent basis during Company SEC Documents is the periods involved (except as may be indicated in the notes thereto) and fairly presented (subject of ongoing SEC review or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesoutstanding SEC comment.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has EWR and EWR Partnership have filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents since August 17, 1994 through the date hereof (as defined below) on a timely basisthe "EWR SEC Documents"). Section Schedule 2.6 of the Seller EWR Disclosure Letter contains a complete list of all Seller EWR SEC Documents filed by Seller EWR or Seller EWR Partnership with the SEC since January 1, 1999 1997 and on or prior to the date of this Agreement. All of the Seller EWR SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller EWR SEC Documents. None of the Seller EWR SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller EWR SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller EWR included in the Seller EWR SEC Documents or of EWR Partnership included in the EWR SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respectspresented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller EWR and its Subsidiaries or EWR Partnership and its Subsidiaries, as the case may be, in each case taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except as set forth in Schedule 2.7 of the EWR Disclosure Letter, EWR has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the EWR SEC Documents or in Schedule 2.6 to the EWR Disclosure Letter, neither EWR nor any of the EWR Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of EWR or in the notes thereto and which, individually or in the aggregate, would have a EWR Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has filed all Seller The XxXxxx Partnerships that are required to file reports with the SEC Documents pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (as defined belowthe "Exchange Act"), are identified on Schedule 4.5(a) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of (collectively, the "Public XxXxxx Partnerships"), and have filed all Seller SEC Documents filed by Seller or Seller Partnership required reports, schedules, forms, statements and other documents with the SEC since January 1, 1999 and on or 1996 (collectively, including any such reports filed in the period subsequent to the date hereof but prior to the date Closing Date, and as amended, the "Seller SEC Documents," and the financial statements of this Agreementthe Public XxXxxx Partnerships included in the Seller SEC Documents, the "Public XxXxxx Partnership Statements"). All of the Seller SEC Documents (other than preliminary material), as of their respective filing dates, complied (or, in the case of any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will comply as of their respective filing dates) in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller SEC Documents at the time of filing containedcontained (or, or in the case of any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will contain at the time of filing if not yet filed, filing) any untrue statement of a material fact or omittedat the time of filing omitted (or, or in the case of any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will omit at the time of filing if not yet filed, filing) 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The Company has filed all Seller SEC Documents with or furnished to the Securities and Exchange Commission (as defined below“SEC”) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed and has heretofore made available to Parent (by Seller or Seller Partnership public filing with the SEC or otherwise) true and complete copies of all reports, schedules, forms, statements and other documents required to be filed with or furnished to the SEC by the Company since January 1August 15, 1999 2002 (the “Applicable Date”) and on or prior to the date hereof (collectively, the “Filed Company SEC Documents”). As of this Agreement. All its respective date, except as set forth in Section 3.7(a) of the Seller Company Disclosure Letter, each Filed Company SEC Documents (other than preliminary material), as of their respective filing dates, Document complied in all material respects with all applicable the requirements of the Exchange Act, the Securities Act or the Sxxxxxxx-Xxxxx Act of 19332002 (the “Sxxxxxxx-Xxxxx Act”), as amended (the "Securities Act")case may be, as and to the extent applicable thereto, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Seller Filed Company SEC DocumentsDocument. None Except to the extent that information contained in any Filed Company SEC Document has been revised or superseded by a later Filed Company SEC Document, none of the Seller Filed Company SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contains any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has Chateau and Chateau OP have filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents reports, schedules, forms, statements and other documents required to be filed by Seller or Seller Partnership with the SEC since January 1December 31, 1999 and on or prior to through the date of this Agreementhereof (the "Chateau SEC Documents"). All of the Seller Chateau SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Chateau SEC Documents. None of the Seller Chateau SEC Documents at the time of filing contained, nor will any report, schedule, form, statement or will contain at other document filed by Chateau or Chateau OP after the time of filing if not yet fileddate hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller Chateau and the Chateau Subsidiaries included in the Seller Chateau SEC Documents complied (orcomplied, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (presented, or will fairly present) , in all material respects, respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Chateau and its the Chateau Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, to normal yearas permitted by Form 10-end audit adjustmentsQ under the Exchange Act). Seller Except for liabilities and obligations set forth in the Chateau SEC Documents or in Schedule 3.5 of the Chateau Disclosure Letter or arising since March 31, 2001 in the ordinary course of business, neither Chateau nor any Chateau Subsidiary has no Subsidiaries which are not any liabilities or obligations of any nature required by GAAP to be set forth on a consolidated for accounting purposesbalance sheet of Chateau or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a Chateau Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents Each form, report, schedule, registration statement and definitive proxy statement filed by Seller or Seller Partnership Company with the SEC since January 1March 6, 1999 2000 and on or prior to the date of this Agreement. All of hereof (as such documents have been amended prior to the Seller date hereof, the "COMPANY SEC Documents (other than preliminary materialDOCUMENTS"), as of their respective filing dates, complied in all material respects with all the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller Company SEC Documents at the time Documents, as of filing containedtheir respective dates, or will contain at the time of filing if not yet filed, contains any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except . The Company has made available to the extent such statements have been modified or superseded by later Seller Purchaser true, accurate and complete copies of all of the Company SEC Documents filed and publicly availableDocuments. The consolidated financial statements of Seller the Company and its Subsidiaries included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly presented (or will fairly present) present in all material respectsrespects (subject, in accordance with the applicable requirements of GAAP and the applicable rules and regulations case of the SECunaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of Seller the Company and its Subsidiaries, Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended ended. Since December 31, 2000, neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations (subjectwhether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the audited balance sheet of the Company and its Subsidiaries as at December 31, 2000, (including the notes hereto), or (b) which (i) were incurred in the ordinary course of business after December 31, 2000 and were consistent with past practices, or (ii) are disclosed or reflected in the Company SEC Documents filed after December 31, 2000. Since March 6, 2000, the Company has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no Subsidiary of the Company has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the case of unaudited statementsSecurities Act, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesthe Exchange Act or the rules and regulations thereunder.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) Seller has The Company and its subsidiaries have filed or furnished all Seller SEC Documents required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (as defined belowincluding exhibits and all other information incorporated therein) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership with the SEC since January December 1, 1999 and on or prior to 2016 (the date of this Agreement“Company SEC Documents”). All of the Seller SEC Documents (other than preliminary material), as As of their respective filing dates, the Company SEC Documents complied (or with respect to Company SEC Documents filed or furnished after the date hereof, will comply) in all material respects with all applicable the requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), the Exchange Act and the Securities Exchange Xxxxxxxx-Xxxxx Act of 19342002, as amended (the "Exchange “Xxxxxxxx-Xxxxx Act"”), andas the case may be, in each case, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller the Company SEC Documents. None , and none of the Seller Company SEC Documents when filed and, if applicable, at their respective effective times contained (or with respect to Company SEC Documents filed or furnished after the time of filing containeddate hereof, or will contain at the time of filing if not yet filed, contain) any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements As of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereofof this Agreement, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations of there are no outstanding or unresolved comments received from the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations to any of the SEC) applied on a consistent basis during Company SEC Documents, and, to the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations knowledge of the SECCompany, the consolidated financial position of Seller and its Subsidiaries, as none of the dates thereof and Company SEC Documents is the consolidated results subject of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesany outstanding SEC comment or outstanding SEC investigation.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Golden Queen has filed all Seller SEC Documents (as defined below) with or furnished to the SEC, on a timely basis. Section 2.6 of basis including any filing made within the Seller Disclosure Letter contains a complete list of extended filing period permitted pursuant to Rule 12b-25 under the Exchange Act, all Seller SEC Documents documents required to be so filed or furnished by Seller or Seller Partnership Golden Queen, under the Exchange Act, including registration statements, certifications, proxy statements and reports with the SEC since January 1, 1999 2010 (such documents collectively, and together with all documents filed during such period on or a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Golden Queen SEC Documents”). As of their respective effective dates (in the case of Golden Queen SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Golden Queen SEC Documents), the Golden Queen SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), as the case may be, applicable to such Golden Queen SEC Documents, and none of the Golden Queen SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement. All , the date of the Seller SEC Documents (other than preliminary material), as filing of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, amendment) contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, except to there are no outstanding or unresolved comments received from the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied (or, staff with respect to the Seller Golden Queen SEC Documents that have Documents. GQ California is not (or has ever been filed on at any time since January 1, 2010) subject to the reporting requirements of Section 13(a) or before the date hereof, will comply15(d) 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesExchange Act.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has Beacon and Beacon Partnership have filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents since May 26, 1994 and April 9, 1997 respectively, through the date hereof (as defined belowthe "Beacon SEC Documents"). Schedule 2.6(a) on a timely basis. Section 2.6 of to the Seller Beacon Disclosure Letter contains a complete list of all Seller Beacon SEC Documents filed by Seller Beacon or Seller Beacon Partnership with the SEC since January 1, 1999 1997 and on or prior to the date of this Agreement. All of the Seller Beacon SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Beacon SEC Documents. None of the Seller Beacon SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller Beacon SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller Beacon included in the Seller Beacon SEC Documents or of Beacon Partnership included in the Beacon SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respectspresented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Beacon and its Subsidiaries or Beacon Partnership and its Subsidiaries, as the case may be, in each case taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except as set forth in Schedule 2.6(b) to the Beacon Disclosure Letter, Beacon has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Beacon SEC Documents or in Schedule 2.6(c) to the Beacon Disclosure Letter, neither Beacon nor any of the Beacon Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Beacon or in the notes thereto and which, individually or in the aggregate, would have a Beacon Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The Company has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership required reports, schedules, forms, statements and other documents with the SEC since January 1, 1999 and on or prior to 1994 through the date hereof (the "Company SEC Documents"). Except for liabilities and obligations set forth in the Company SEC Documents, neither the Company nor any of this Agreementthe Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company or in the notes thereto and which, individually or in the aggregate, would have a Company Material Adverse Effect. All of the Seller Company SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Company SEC Documents. None of the Seller Company SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller Company SEC Documents filed and publicly availableavailable prior to the date of this Agreement. There is no unresolved violation, criticism or exception by any Governmental Entity of which the Company has received written notice with respect to the Company report or statement which, if resolved in a manner unfavorable to the Company, could have a Company Material Adverse Effect. The consolidated financial statements of Seller the Company and the Company Subsidiaries included in the Seller Company SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited interim financial statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respectspresented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SECGAAP, the consolidated financial position of Seller the Company and its the Company Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments). Seller The Company has no Company Subsidiaries which that are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller (and any entity to which it is a successor issuer for purposes of Rule 12g-3 under the Exchange Act, each such entity being a "Predecessor Entity") has filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") since June 30, 1993 (the "SEC Documents"). Seller SEC Documents has delivered to Buyer (as defined belowi) Seller's annual reports on a timely basis. Section 2.6 Form 10-K for its fiscal years ended December 31, 1995, 1994 and 1993, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1996 and June 30, 1996, and (iii) all of the Seller Disclosure Letter contains a complete list of all Seller other SEC Documents filed by since December 31, 1995. The audited consolidated balance sheets of Seller or and its subsidiaries (including the notes thereto) set forth in the most recent SEC Document of Seller Partnership with the SEC since January 1, 1999 and on or filed prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material)hereof on Form 10-K, as updated or modified by the consolidated balance sheet and the notes thereto set forth in the June 30, 1996 Form 10-Q filed subsequently thereto, shall be hereinafter referred to as the "Actual Balance Sheet". As of their respective filing dates, the SEC Documents complied in all material respects with all applicable the requirements of the Securities Act of 1933, as amended 1933 (the "Securities Act"), and or the Securities Exchange Act of 1934Act, as amended (the "Exchange Act")case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None , and none of the Seller SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller and each Predecessor Entity included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) 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 were prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, present the consolidated financial position of Seller and its Subsidiariessubsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, as of the dates thereof and the consolidated results of operations and statements of cash flows of Seller and its subsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, for the periods then ended (subject, in the case of any unaudited statements, to the absence of footnotes and to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) Seller has The Company and its subsidiaries have filed or furnished all Seller SEC Documents required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (as defined belowincluding exhibits and all other information incorporated therein) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership with the SEC since January December 1, 1999 and on or prior to 2016 (the date of this Agreement“Company SEC Documents”). All of the Seller SEC Documents (other than preliminary material), as As of their respective filing dates, the Company SEC Documents complied (or with respect to Company SEC Documents filed or furnished after the date hereof, will comply) in all material respects with all applicable the requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), the Exchange Act and the Securities Exchange Sxxxxxxx-Xxxxx Act of 19342002, as amended (the "Exchange “Sxxxxxxx-Xxxxx Act"”), andas the case may be, in each case, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller the Company SEC Documents. None , and none of the Seller Company SEC Documents when filed and, if applicable, at their respective effective times contained (or with respect to Company SEC Documents filed or furnished after the time of filing containeddate hereof, or will contain at the time of filing if not yet filed, contain) any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements As of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereofof this Agreement, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations of there are no outstanding or unresolved comments received from the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations to any of the SEC) applied on a consistent basis during Company SEC Documents, and, to the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations knowledge of the SECCompany, the consolidated financial position of Seller and its Subsidiaries, as none of the dates thereof and Company SEC Documents is the consolidated results subject of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesany outstanding SEC comment or outstanding SEC investigation.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has Xxxxxxx and Xxxxxxx Partnership have filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents reports, schedules, forms, statements and other documents required to be filed by Seller or Seller Partnership with the SEC since January 1December 31, 1999 and on or prior to 1997 through the date of this Agreementhereof (collectively, including all exhibits thereto and any registration statement filed since such date, the “Xxxxxxx SEC Documents”). All of the Seller Xxxxxxx SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Xxxxxxx SEC Documents. None of the Seller Xxxxxxx SEC Documents at the time of filing contained, nor will any report, schedule, form, statement or will contain at other document filed by Xxxxxxx or Xxxxxxx Partnership after the time of filing if not yet fileddate hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller Xxxxxxx included in the Seller Xxxxxxx SEC Documents complied (or, with respect to or of Xxxxxxx Partnership included in the Seller Xxxxxxx SEC Documents that have not been filed on complied, or before the date hereof, will 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 (or will be prepared) prepared in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (presented, or will fairly present) , in all material respects, respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Xxxxxxx and its Subsidiaries or Xxxxxxx Partnership and its Subsidiaries, as the case may be, in each case, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, to normal yearas permitted by Form 10-end audit adjustmentsQ under the Exchange Act). Seller Except as set forth in Schedule 2.6(b) to the Xxxxxxx Disclosure Letter, Xxxxxxx has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Xxxxxxx SEC Documents or in Schedule 2.6(c) to the Xxxxxxx Disclosure Letter, none of Xxxxxxx, any Xxxxxxx Subsidiary or Xxxxxxx TRS has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Xxxxxxx or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a Xxxxxxx Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents Each form, report, schedule, registration statement and definitive proxy statement filed by Seller or Seller Partnership Company with the SEC since January August 1, 1999 1997 and on or prior to the date of this Agreement. All of hereof (as such documents have been amended prior to the Seller date hereof, the "Company SEC Documents (other than preliminary materialDocuments"), as of their respective filing dates, complied in all material respects with all the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller Company SEC Documents at the time Documents, as of filing containedtheir respective dates, or will contain at the time of filing if not yet filed, contains any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omits to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Company has made available to Purchaser true, except to accurate and complete copies of all of the extent such statements have been modified or superseded by later Seller Company SEC Documents filed and publicly availableDocuments. The consolidated financial statements of Seller Company and its Subsidiaries included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) such reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) GAAP applied on a consistent basis during throughout the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly presented (or will fairly present) present in all material respectsrespects (subject, in accordance with the applicable requirements of GAAP and the applicable rules and regulations case of the SECunaudited interim financial statements, to normal, year-end audit adjustments) the consolidated financial position of Seller Company and its Subsidiaries, Subsidiaries as of at the dates thereof and the consolidated results of their operations and cash flows for the periods then ended ended. Since December 31, 1998, neither Company nor any of its Subsidiaries has incurred any material liabilities or obligations (subjectwhether absolute, accrued, fixed, contingent, liquidated, unliquidated or otherwise and whether due or to become due) of any nature, except liabilities, obligations or contingencies (a) which are reflected on the audited balance sheet of Company and its Subsidiaries as at December 31, 1998, (including the notes hereto), or (b) which (i) were incurred in the ordinary course of business after December 31, 1998 and consistent with past practices, or (ii) are disclosed or reflected in the Company SEC Documents filed after December 31, 1998. Since August 1, 1997, the Company has timely filed with the SEC all forms, reports and other documents required to be filed prior to the date hereof, and no Subsidiary of Company has filed, or been required to file, any form, report or other document with the SEC, in each case, pursuant to the case of unaudited statementsSecurities Act, the Exchange Act or the rules and regulations thereunder. From the date hereof until the Second Closing Date, Company will timely file all forms, reports, schedules and registration statements required to normal year-end audit adjustmentsbe filed by the Securities Act or Exchange Act ("Future Company SEC Documents"). Seller has no Subsidiaries which are not All such Future Company SEC Documents and the consolidated for accounting purposesfinancial statements included therein shall comply in all material respects with the representations and warranties made by Company in this Section 4.7 with respect to the Company SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed Crown Partnership is not required by Seller any Law to file any reports, schedules, forms, statements or Seller Partnership other documents with the SEC and has made no such filings. Crown has timely filed all reports, schedules, forms, statements, certifications and other documents required to be filed in accordance with the rules and requirements of the SEC since January 1December 31, 1999 and on or prior to 1996 through the date of this Agreementhereof (collectively, including all exhibits thereto and any registration statement filed since such date, the "Crown SEC Documents"). All of the Seller Crown SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Crown SEC Documents. None of the Seller Crown SEC Documents at the time of filing contained, nor will any report, schedule, form, statement or will contain at other document filed by Crown after the time of filing if not yet fileddate hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller Crown included in the Seller Crown SEC Documents complied (orcomplied, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) prepared in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (presented, or will fairly present) , in all material respects, respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Crown and its SubsidiariesSubsidiaries taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, to normal yearas permitted by Form 10-end audit adjustmentsQ under the Exchange Act). Seller Except as set forth in Schedule 2.6(a) to the Crown Disclosure Letter, Crown has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Crown SEC Documents or in Schedule 2.6(b) to the Crown Disclosure Letter, neither Crown nor any Crown Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Crown or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a Crown Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) Seller has ILG and its subsidiaries have filed or furnished all Seller SEC Documents required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (as defined belowincluding exhibits and all other information incorporated therein) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership with the SEC since January 1, 1999 and on or prior to 2016 (the “ILG SEC Documents”). As of their respective dates (or, if amended, as of the date of this Agreement. All of such amendment), the Seller ILG SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable the requirements of the Securities Act of 1933, as amended (the "“Securities Act"”), the Exchange Act and the Securities Exchange Xxxxxxxx-Xxxxx Act of 19342002, as amended (the "Exchange “Xxxxxxxx-Xxxxx Act"”), andas the case may be, in each case, and the rules and regulations of the SEC promulgated thereunder applicable to such Seller the ILG SEC Documents. None , and none of the Seller ILG SEC Documents when filed (or, if amended, as of the date of such amendment) and at the time of filing containedtheir respective effective times, or will contain at the time of filing if not yet filedapplicable, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements As of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereofof this Agreement, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations of there are no outstanding or unresolved comments received from the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations to any of the SEC) applied on a consistent basis during ILG SEC Documents, and, to the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respectsknowledge of ILG, in accordance with the applicable requirements of GAAP and the applicable rules and regulations none of the SEC, ILG SEC Documents is the consolidated financial position subject of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesany outstanding SEC comment or outstanding SEC investigation.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has Equity Office and EOP Partnership have filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents reports, schedules, forms, statements and other documents required to be filed by Seller or Seller Partnership with the SEC since January 1December 31, 1999 and on or prior to 1997 through the date of this Agreementhereof (the “Equity Office SEC Documents”). All of the Seller Equity Office SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Equity Office SEC Documents. None of the Seller Equity Office SEC Documents at the time of filing contained, nor will any report, schedule, form, statement or will contain at other document filed by Equity Office or EOP Partnership after the time of filing if not yet fileddate hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller Equity Office and the Equity Office Subsidiaries included in the Seller Equity Office SEC Documents complied (orcomplied, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) prepared in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (presented, or will fairly present) , in all material respects, respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Equity Office and its the Equity Office Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, to normal yearas permitted by Form 10-end audit adjustmentsQ under the Exchange Act). Seller Except for liabilities and obligations set forth in the Equity Office SEC Documents or in Schedule 3.6 to the Equity Office Disclosure Letter, neither Equity Office nor any Equity Office Subsidiary has no Subsidiaries which are not any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated for accounting purposesbalance sheet of Equity Office or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have an Equity Office Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The Company has filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents since February 7, 1996 through the date hereof (as defined below) on a timely basisthe "Company SEC Documents"). Section Schedule 2.6 of the Seller Company Disclosure Letter contains a complete list (without exhibits) of all Seller Company SEC Documents filed by Seller or Seller Partnership Company with the SEC since January 1February 7, 1999 1996 and on or prior to the date of this Agreement. All of the Seller Company SEC Documents (other than preliminary material), as of their respective filing dates, or as of the date of the last amendment thereof (if amended after filing), complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Company SEC Documents. None of the Seller Company SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller Company SEC Documents filed and publicly availableon a non- confidential basis prior to the date of this Agreement. The consolidated financial statements of Seller the Company included in the Seller Company SEC Documents complied (orwhich, with respect solely for purposes of this sentence, shall be deemed to include the Seller SEC Documents that have not been filed Company's annual report on or before Form 10-K for the fiscal year ended February 29, 2000, as of the date hereof, will complyfiled with the SEC) complied 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable 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 fairly presented (or will fairly present) in all material respectspresented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SECSEC in all material respects, the consolidated financial position of Seller the Company and its the consolidated Company Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act). Seller has no Schedule 2.6 of the Company Disclosure Letter sets forth all Company Subsidiaries which are not consolidated for accounting purposespurposes as of the date hereof. Except for liabilities and obligations set forth in the Company SEC Documents or in Schedule 2.6 of the Company Disclosure Letter, neither the Company nor any of the Company Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company or in the notes thereto and which, individually or in the aggregate, would have a Company Material Adverse Effect, after taking into account any assets acquired or services provided in connection with the incurrence of such liabilities or obligations.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has filed all Seller The McNeil Partnerships that are reqxxxxx to file reports with the SEC Documents pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (as defined belowthe "Exchange Act"), are identified on Schedule 4.5(a) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of (collectively, the "Public McNeil Partnerships"), and have xxxxx all Seller SEC Documents filed by Seller or Seller Partnership required reports, schedules, forms, statements and other documents with the SEC since January 1, 1999 and on or 1996 (collectively, including any such reports filed in the period subsequent to the date hereof but prior to the date Closing Date, and as amended, the "Seller SEC Documents," and the financial statements of this Agreementthe Public McNeil Partnerships included ix xxx Seller SEC Documents, the "Public McNeil Partnership Statements"). All Xxx of the Seller SEC Documents (other than preliminary material), as of their respective filing dates, complied (or, in the case of any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will comply as of their respective filing dates) in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller SEC Documents at the time of filing containedcontained (or, or in the case of any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will contain at the time of filing if not yet filed, filing) any untrue statement of a material fact or omittedat the time of filing omitted (or, or in the case of any Seller SEC Documents filed in the period subsequent to the date hereof but prior to the Closing Date, will omit at the time of filing if not yet filed, filing) 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The Company has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership reports, schedules, forms and registration statements with the SEC since January 1required to be filed pursuant to the Securities Act or the Exchange Act and the rules and regulations of the SEC promulgated thereunder from May 29, 1999 and on 2004 through the date of this Agreement (collectively, the “SEC Documents”). As of their respective dates (or if subsequently amended or superseded by a filing prior to the date of this Agreement. All , on the date of the Seller SEC Documents (other than preliminary materialsuch filing), the SEC Documents, including any financial statements or schedules included therein, as of their respective filing datesfinally amended, complied as to form in all material respects with all the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act")case may be, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Seller SEC Documents (as the Securities Act or the Exchange Act and the rules and regulation promulgated thereunder were in effect on the date so filed), and none of the SEC Documents. None of , when finally amended prior to the Seller SEC Documents at the time of filing containeddate hereof, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, except to there are no outstanding or unresolved comments in comment letters received by the extent such statements have been modified or superseded by later Seller Company from the SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied (or, staff with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations any of the SEC Documents. No Company Subsidiary is required to file any forms, reports or other documents with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The ------------------------------------------------------------ Company has filed all Seller reports, schedules, forms, statements and other documents required to be filed with the SEC (the "Company SEC Documents"). Except as --------------------- expressly disclosed in the Company SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller with respect to Company SEC Documents filed by Seller or Seller Partnership with the SEC since January 1, 1999 and on or prior to the date of this Agreement. All December 31, 1998, all of the Seller Company SEC Documents (other than preliminary material)Documents, as of their respective filing dates, complied complied, or will comply, as the case may be, in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Company SEC Documents. None Except as expressly disclosed in the Company SEC Documents with respect to Company SEC Documents filed prior to December 31, 1998, none of the Seller Company SEC Documents at the time of filing and effectiveness contained, or will contain at as of the time of filing if not yet filedClosing Date, as the case may be, any untrue statement of a material fact or omitted, or will omit at omit, as the time of filing if not yet filedcase may be, 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, except to the extent such statements have been amended, modified or superseded by later Seller Company SEC Documents. Except as expressly disclosed in the Company SEC Documents with respect to Company SEC Documents filed and publicly available. The prior to December 31, 1998, the consolidated financial statements of Seller the Company included in the Seller Company SEC Documents complied (orcomplied, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) , as the case may be, 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 (prepared, or will be prepared) , as the case may be, in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated under the applicable rules and regulations of the SECExchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (presented, or will fairly present) in all material respects, as the case may be, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SECGAAP, the consolidated financial position of Seller and its Subsidiaries, the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and recurring year-end audit adjustmentsadjustments which were not or are not expected to be material in amount). Seller Except as set forth in the Company SEC Documents filed with the SEC prior to the date hereof or in Schedule 3(f) to ------------- the Company Disclosure Letter, and except for liabilities and obligations incurred since December 31, 1998, in the ordinary course of business and consistent with past practice, neither the Company nor any Company Subsidiary has no Subsidiaries which are not any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated for accounting purposesbalance sheet of the Company or in the notes thereto.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The Company has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership material reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act since January 1December 28, 1999 2014 (the “SEC Documents”). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and on as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material), as of their such respective filing dates, complied in all material respects with all applicable requirements none of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except . None of the Company’s Subsidiaries is separately subject to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly availableperiodic reporting requirements of the Exchange Act. The consolidated financial statements As of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) as there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to form in all material respects with applicable accounting requirements and the published rules and regulations any of the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in Documents. To the case of unaudited statements, as permitted by the applicable rules and regulations Knowledge of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its SubsidiariesCompany, as of the dates thereof and date hereof, none of the consolidated results SEC Documents is the subject of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesongoing SEC review or outstanding SEC investigation.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller (and any entity to which it is a successor issuer for purposes of Rule 12g-3 under the Exchange Act, each such entity being a "Predecessor Entity") has filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") since June 30, 1993 (the "SEC Documents"). Seller SEC Documents has delivered to Buyers (as defined belowi) Seller's annual reports on a timely basis. Section 2.6 Form 10-K for its fiscal years ended December 31, 1995, 1994 and 1993, (ii) its quarterly reports on Form 10-Q for its fiscal quarters ended March 31, 1996 and June 30, 1996, and (iii) all of the Seller Disclosure Letter contains a complete list of all Seller other SEC Documents filed by since December 31, 1995. The audited consolidated balance sheets of Seller or and its subsidiaries (including the notes thereto) set forth in the most recent SEC Document of Seller Partnership with the SEC since January 1, 1999 and on or filed prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material)hereof on Form 10-K, as updated or modified by the consolidated balance sheet and the notes thereto set forth in the June 30, 1996 Form 10-Q filed subsequently thereto, shall be hereinafter referred to as the "Actual Balance Sheet." As of their respective filing dates, the SEC Documents complied in all material respects with all applicable the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and or the Securities Exchange Act of 1934Act, as amended (the "Exchange Act")case may be, and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None , and none of the Seller SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller and each Predecessor Entity included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) 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 were prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, present the consolidated financial position of Seller and its Subsidiariessubsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, as of the dates thereof and the consolidated results of operations and statements of cash flows of Seller and its subsidiaries and of each Predecessor Entity and its subsidiaries, as the case may be, for the periods then ended (subject, in the case of any unaudited statements, to the absence of footnotes and to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Company has timely filed all Seller SEC Documents (or furnished, as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership applicable, with the SEC all reports, certifications, prospectuses, amendments, schedules, forms, statements and other documents required to be filed by Company with, or furnished by Company to the SEC pursuant to the Securities Act or the Exchange Act since January April 1, 1999 2021 (collectively, the “Company SEC Documents”). As of its respective effective date (in the case of any Company SEC Document that is a registration statement filed pursuant to requirements of the Securities Act or the Exchange Act) and on as of its respective SEC filing or furnishing date or, if amended or supplemented prior to the date hereof, the date of the filing of such amendment or supplement, with respect to the portion that is amended or supplemented (in the case of all other Company SEC Documents), each Company SEC Document complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Document, and none of the Company SEC Documents as of such respective dates (or, if amended or supplemented prior to the date of this Agreement. All , then on the date of the Seller SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933amendment or supplement, as amended (with respect to the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, disclosures that are amended) contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, except to the extent such statements have been modified Company makes no representation or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied (or, warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent, Merger Sub, the Seller Equity Financing Source or any of their respective Affiliates for inclusion or incorporation by reference in the Proxy Statement or the Form S-4 or any other filing contemplated by Section 6.01. Company has made available to Parent copies of all comment letters received by Company from the SEC Documents that have not been filed in respect of reporting periods commencing on or before after April 1, 2021, and relating to the Company SEC Documents, together with all written responses of Company thereto, other than such comment letters or responses available on XXXXX. As of the date hereofof this Agreement, will comply) as to form in all there are no material respects with applicable accounting requirements and the published rules and regulations of outstanding or unresolved comments received from the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations to any of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesCompany SEC Documents.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Except as indicated on Schedule 2.6 to the Grove Disclosure Letter, Grove has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership required reports, schedules, forms, statements and other documents with the SEC since January 1, 1999 1995 through the date hereof (the "Grove SEC Documents") on a timely basis. Schedule 2.6 of the Grove Disclosure Letter contains a complete list (without exhibits) of all Grove SEC Documents filed by Grove with the SEC since January 1, 1995 and on or prior to the date of this Agreement. All of the Seller Grove SEC Documents (other than preliminary material), as of their respective filing dates, or as of the date of the last amendment thereof (if amended after filing), complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Grove SEC Documents. None of the Seller Grove SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller Grove SEC Documents filed and publicly availableon a non-confidential basis prior to the date of this Agreement. The consolidated financial statements of Seller Grove included in the Seller Grove SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with accounting principles generally accepted accounting principles in the United States ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable 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 fairly presented (or will fairly present) in all material respectspresented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, in all material respects, the consolidated financial position of Seller Grove and its the consolidated Grove Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act). Seller has no Schedule 2.6 of the Grove Disclosure Letter sets forth all Grove Subsidiaries which are not consolidated for accounting purposespurposes as of the date hereof. Except for liabilities and obligations set forth in the Grove SEC Documents or in Schedule 2.6 to the Grove Disclosure Letter, neither Grove nor any of the Grove Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Grove or in the notes thereto and which, individually or in the aggregate, would have a Grove Material Adverse Effect, after taking into account any assets acquired or services provided in connection with the incurrence of such liabilities or obligations.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The Company has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership reports, schedules, forms and registration statements with the SEC since January 1required to be filed pursuant to the Securities Act or the Exchange Act and the rules and regulations of the SEC promulgated thereunder from May 29, 1999 and on 2004 through the BACK date of this Agreement (collectively, the “SEC Documents”). As of their respective dates (or if subsequently amended or superseded by a filing prior to the date of this Agreement. All , on the date of the Seller SEC Documents (other than preliminary materialsuch filing), the SEC Documents, including any financial statements or schedules included therein, as of their respective filing datesfinally amended, complied as to form in all material respects with all the applicable requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act")case may be, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Seller SEC Documents (as the Securities Act or the Exchange Act and the rules and regulation promulgated thereunder were in effect on the date so filed), and none of the SEC Documents. None of , when finally amended prior to the Seller SEC Documents at the time of filing containeddate hereof, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, except to there are no outstanding or unresolved comments in comment letters received by the extent such statements have been modified or superseded by later Seller Company from the SEC Documents filed and publicly available. The consolidated financial statements of Seller included in the Seller SEC Documents complied (or, staff with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations any of the SEC Documents. No Company Subsidiary is required to file any forms, reports or other documents with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Xxxxxxxx has filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents since January 1, 1998 through the date hereof (as defined belowthe "Xxxxxxxx SEC Documents"). Schedule 2.6(a) on a timely basis. Section 2.6 of to the Seller Xxxxxxxx Disclosure Letter contains a complete list of all Seller Xxxxxxxx SEC Documents filed by Seller or Seller Partnership Xxxxxxxx with the SEC since January 1, 1999 1998 and on or prior to the date of this Agreement. All of the Seller Xxxxxxxx SEC Documents (other than preliminary materialmaterial or material subsequently amended), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Xxxxxxxx SEC Documents. None of the Seller Xxxxxxxx SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been amended, modified or superseded by later Seller Xxxxxxxx SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller Xxxxxxxx and the Xxxxxxxx Subsidiaries (including Xxxxxxxx Partnership) included in the Seller Xxxxxxxx SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Xxxxxxxx and its Subsidiariesthe Xxxxxxxx Subsidiaries (including Xxxxxxxx Partnership) taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except as set forth in Schedule 2.6(b) to the Xxxxxxxx Disclosure Letter, Xxxxxxxx has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Xxxxxxxx SEC Documents or in Schedule 2.6(c) to the Xxxxxxxx Disclosure Letter, none of Xxxxxxxx, any Xxxxxxxx Subsidiary or the Xxxxxxxx Non-controlled Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Xxxxxxxx or in the notes thereto and which, individually or in the aggregate, would have a Xxxxxxxx Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Cornerstone has furnished or filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents reports, schedules, forms, statements and other documents required to be furnished or filed by Seller or Seller Partnership with the SEC since January 1December 31, 1999 and on or prior to 1997 through the date of this AgreementAgreement (the “Cornerstone SEC Documents”). All of the Seller Cornerstone SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Cornerstone SEC Documents. None of the Seller Cornerstone SEC Documents at the time of filing contained, nor will any report, schedule, form, statement or will contain at other document filed by Cornerstone after the time of filing if not yet fileddate hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller Cornerstone included in the Seller Cornerstone SEC Documents complied (orcomplied, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) presented, in all material respects, respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Cornerstone and its Subsidiaries, as the case may be, in each case, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, to normal yearas permitted by Form 10-end audit adjustmentsQ under the Exchange Act). Seller Except as set forth in Schedule 2.6 to the Cornerstone Disclosure Letter, Cornerstone has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Cornerstone SEC Documents or in Schedule 2.6 to the Cornerstone Disclosure Letter, neither Cornerstone nor any Cornerstone Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Cornerstone or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a Cornerstone Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Cornerstone has filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents since December 31, 1997 through the date hereof (as defined below) on a timely basisthe “Cornerstone SEC Documents”). Section 2.6 of Schedule 3.4 to the Seller Cornerstone Disclosure Letter contains a complete list of all Seller Cornerstone SEC Documents filed by Seller or Seller Partnership with Cornerstone under the SEC Exchange Act since January 1, 1999 2001 and on or prior to the date of this Agreement. All of the Seller Cornerstone SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Cornerstone SEC Documents. None of the Seller Cornerstone SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller Cornerstone SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller Cornerstone and the Cornerstone Subsidiaries included in the Seller Cornerstone SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respectspresented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Cornerstone and its the Cornerstone Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except for liabilities and obligations set forth in the Cornerstone SEC Documents or in Schedule 3.6 to the Cornerstone Disclosure Letter, neither Cornerstone nor any Cornerstone Subsidiary has no Subsidiaries which are not any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated for accounting purposesbalance sheet of Cornerstone or in the notes thereto and which, individually or in the aggregate, would have a Cornerstone Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (ai) Seller The Company has timely filed, or furnished, as applicable, all reports, schedules, registration statements and other documents required to be filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed or submitted by Seller or Seller Partnership it with the SEC pursuant to the Securities Act, the Exchange Act or other applicable securities statutes, regulations, policies, rules or interpretations thereof since January 1, 1999 and on 2008 (the “Company SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material)hereof, as of their respective filing datesthe date of such filing), the Company SEC Documents complied in all material respects with all applicable the requirements of the Securities Act of 1933or the Exchange Act, as amended (the "Securities Act")case may be, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated of the SEC thereunder applicable to such Seller Company SEC Documents. None , and none of the Seller Company SEC Documents at when filed (or, if amended or superseded by a filing prior to the time date hereof, as of filing contained, or will contain at the time date of filing if not yet filed, such filing) contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller . The Company SEC Documents filed included all certificates required to be included therein pursuant to Sections 302 and publicly available906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), and the internal control report and attestation of the Company’s outside auditors required by Section 404 of the Xxxxxxxx-Xxxxx Act. The consolidated financial statements of Seller included in Company has not received any written comments from the Seller SEC Documents complied (or, with respect to the Seller SEC Documents staff that have not been filed on or before resolved to the date hereof, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations satisfaction of the SEC with respect theretostaff. Since January 1, have been prepared (2008, the Company has not received a stop order or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in other order suspending the case effectiveness or use of unaudited statements, as permitted any registration statement or prospectus filed by the applicable rules and regulations Company under the Securities Act or the Exchange Act and, to the Knowledge of the SEC) applied on Company, the SEC has not issued any such order since such date. As used in this Agreement, the word “Knowledge” means as to a consistent basis during particular matter, the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respectsactual knowledge, in accordance with the applicable requirements of GAAP and the applicable rules and regulations after reasonable inquiry, of the SEC, the consolidated financial position of Seller and its Subsidiaries, as individuals identified in Section 3.1(d) of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectCompany Disclosure Schedule. For this purpose, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposes.“

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Mack- ------------------------------------------------------------ Cali has filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents since January 1, 1998, through the date hereof (as defined belowthe "Mack-Cali SEC Documents"). Schedule 3.6(a) on a timely basis. Section 2.6 of to the Seller Mack-Cali Disclosure Letter contains a complete list of all Seller Mack-Cali SEC Documents filed by Seller or Seller Partnership Mack-Cali with the SEC since January 1, 1999 1998, and on or prior to the date of this Agreement. All of the Seller Mack-Cali SEC Documents (other than preliminary materialmaterial or material subsequently amended), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Mack- Cali SEC Documents. None of the Seller Mack-Cali SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been amended, modified or superseded by later Seller Mack-Cali SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller Mack-Cali and the Mack-Cali Subsidiaries (including Mack-Cali Partnership) included in the Seller Mack-Cali SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Mack-Cali and its Subsidiariesthe Mack-Cali Subsidiaries (including Mack-Cali Partnership) taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except as set forth in Schedule 3.6(b) to the Mack-Cali Disclosure Letter, Mack-Cali has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Mack-Cali SEC Documents or in Schedule 3.6(c) to the Mack-Cali Disclosure Letter, none of Mack-Cali, any Mack-Cali Subsidiary or the Mack-Cali Non-controlled Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Mack-Cali or in the notes thereto and which, individually or in the aggregate, would have a Mack-Cali Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Cornerstone has furnished or filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents reports, schedules, forms, statements and other documents required to be furnished or filed by Seller or Seller Partnership with the SEC since January 1December 31, 1999 and on or prior to 1997 through the date of this AgreementAgreement (the "Cornerstone SEC Documents"). All of the Seller Cornerstone SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Cornerstone SEC Documents. None of the Seller Cornerstone SEC Documents at the time of filing contained, nor will any report, schedule, form, statement or will contain at other document filed by Cornerstone after the time of filing if not yet fileddate hereof and prior to the Effective Time contain, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller Cornerstone included in the Seller Cornerstone SEC Documents complied (orcomplied, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) presented, in all material respects, respects in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Cornerstone and its Subsidiaries, as the case may be, in each case, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subjectexcept, in the case of unaudited statements, to normal yearas permitted by Form 10-end audit adjustmentsQ under the Exchange Act). Seller Except as set forth in Schedule 2.6 to the Cornerstone Disclosure Letter, Cornerstone has no Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Cornerstone SEC Documents or in Schedule 2.6 to the Cornerstone Disclosure Letter, neither Cornerstone nor any Cornerstone Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Cornerstone or in the notes thereto and which, individually or in the aggregate, would reasonably be expected to have a Cornerstone Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has EOP and EOP Operating Partnership have filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents since July 8, 1997 through the date hereof (as defined belowthe "EOP SEC Documents"). Schedule 3.6(a) on a timely basis. Section 2.6 of to the Seller EOP Disclosure Letter contains a complete list of all Seller EOP SEC Documents filed by Seller or Seller Partnership with EOP under the SEC Exchange Act since January 1July 8, 1999 1997 and on or prior to the date of this Agreement. All of the Seller EOP SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller EOP SEC Documents. None of the Seller EOP SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller EOP SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller EOP and the EOP Subsidiaries included in the Seller EOP SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respectspresented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller EOP and its the EOP Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except for liabilities and obligations set forth in the EOP SEC Documents or in Schedule 3.6(b) to the EOP Disclosure Letter, neither EOP nor any EOP Subsidiary has no Subsidiaries which are not any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated for accounting purposesbalance sheet of EOP or in the notes thereto and which, individually or in the aggregate, would have an EOP Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has Since January 1, 2017, Eros has, in all material respects, filed or furnished all Seller SEC Documents required registration statements, prospectuses, reports, schedules, forms, statements, certifications and other documents (as defined belowincluding exhibits and all other information incorporated therein, regardless of when such exhibits and other information were filed) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership with the SEC (such documents and any other documents filed or furnished by Eros with the SEC, as have been supplemented, modified or amended since January 1the time of filing, 1999 and on collectively, the “Eros SEC Documents”). As of their respective dates or, if supplemented, modified or amended prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material), as of their respective filing datesthe date of the most recent supplement, modification or amendment, the Eros SEC Documents complied in all material respects with all applicable the requirements of the Securities Act, the Exchange Act of 1933and the Xxxxxxxx-Xxxxx Act, as amended (the "Securities Act")case may be, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations of the SEC promulgated thereunder applicable to such Seller the Eros SEC Documents. None , and none of the Seller Eros SEC Documents when filed (or, if supplemented, modified or amended prior to the date of this Agreement, when most recently so supplemented, modified or amended) and at the time of filing containedtheir respective effective times, or will contain at the time of filing if not yet filedapplicable, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements As of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereofof this Agreement, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations of there are no outstanding or unresolved comments received from the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations to any of the SEC) applied on a consistent basis during Eros SEC Documents, and, to the periods involved (except as may be indicated in Knowledge of Eros, none of the notes thereto) and fairly presented (Eros SEC Documents is the subject of any outstanding SEC comment or will fairly present) in all material respectsinvestigation. No Subsidiary of Eros is, in accordance or has since January 1, 2017 been, required to file reports with the applicable SEC pursuant to the requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesExchange Act.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has FelCor and the FelCor Subsidiaries have filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents from July 28, 1994 through the date hereof (as defined below) on a timely basisthe "FelCor SEC Documents"). Section 2.6 of Schedule 2.5 to the Seller FelCor Disclosure Letter contains a complete list of all Seller FelCor SEC Documents filed by Seller or Seller Partnership FelCor and the FelCor Subsidiaries with the SEC since January 1, 1999 1996 and on or prior to the date of this AgreementAgreement (the "FelCor Filed SEC Documents"). All of the Seller FelCor SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller FelCor SEC Documents. None of the Seller FelCor SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller FelCor Filed SEC Documents filed and publicly availableDocuments. (b) The consolidated financial statements of Seller FelCor and the FelCor Subsidiaries included in the Seller FelCor SEC Documents (i) complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared (or will be prepared) in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes theretothereto included in or incorporated into any FelCor Filed SEC Documents), and (iii) and fairly presented (or will fairly present) present fairly, in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial 9 18 position of Seller FelCor and its Subsidiaries, the FelCor Subsidiaries as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal and immaterial year-end audit adjustments). Seller Except as set forth in Schedule 2.5 to the FelCor Disclosure Letter, FelCor has no Subsidiaries which are not consolidated for accounting purposes. (c) Except for liabilities and obligations set forth in the FelCor Filed SEC Documents or in Schedule 2.5 to the FelCor Disclosure Letter or for liabilities and obligations specifically contemplated to be incurred in connection with this Agreement, neither FelCor nor any of the FelCor Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of FelCor or in the notes thereto and which, individually or in the aggregate, could be reasonably expected to have a FelCor Material Adverse Effect. (d) Each of the operating statements for the FelCor Hotels provided or to be provided by FelCor to Bristol or its advisors was prepared in the ordinary course of business consistent with past practice and was derived from the books and records for the applicable FelCor Hotel. 2.6.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Merry Land has filed all Seller reports, schedules, forms, statements and other documents required to be filed with the SEC Documents (the “Merry Land SEC Documents”) since September 3, 1998 through the date hereof under the Securities Act of 1933, as defined below) on a timely basisamended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section Schedule 2.6 of the Seller Merry Land Disclosure Letter contains a complete list of all Seller Merry Land SEC Documents filed by Seller or Seller Partnership Merry Land with the SEC since January 1, 1999 2001 and on or prior to the date of this Agreement. All of the Seller Merry Land SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Merry Land SEC Documents. None of the Seller Merry Land SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller Merry Land SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller Merry Land included in the Seller Merry Land SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("“GAAP"”) (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respectspresented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Merry Land and its Subsidiariesconsolidated subsidiaries, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except as set forth on Schedule 2.6, Merry Land has no Merry Land Subsidiaries which are not consolidated for accounting purposes. Except for liabilities and obligations set forth in the Merry Land SEC Documents on Schedule 2.6 to the Merry Land Disclosure Letter or liabilities or obligations incurred in the ordinary course of business after the most recent balance sheet contained in the Merry Land SEC Documents, neither Merry Land nor any of the Merry Land Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of Merry Land or in the notes thereto and which, individually or in the aggregate, would have a Merry Land Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller The Company has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership material reports, schedules, forms, statements and other documents with the SEC required to be filed by the Company pursuant to the Securities Act of 1933 (together with the rules and regulations promulgated thereunder, the “Securities Act”) or the Exchange Act since January 1August 26, 1999 2013 (the “SEC Documents”). As of their respective effective dates (in the case of SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and on as of their respective dates of filing (in the case of all other SEC Documents), the SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act, and the Sxxxxxxx-Xxxxx Act of 2002, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable thereto, and except to the extent amended or superseded by a subsequent filing with the SEC prior to the date of this Agreement. All of the Seller SEC Documents (other than preliminary material), as of their such respective filing dates, complied in all material respects with all applicable requirements none of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller SEC Documents. None of the Seller SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except . None of the Company’s Subsidiaries is subject to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly availableperiodic reporting requirements of the Exchange Act. The consolidated financial statements As of Seller included in the Seller SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will comply) as there are no outstanding or unresolved comments in comment letters from the SEC staff with respect to form in all material respects with applicable accounting requirements and the published rules and regulations any of the SEC with respect thereto, have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in Documents. To the case of unaudited statements, as permitted by the applicable rules and regulations Knowledge of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller and its SubsidiariesCompany, as of the dates thereof and date hereof, none of the consolidated results SEC Documents is the subject of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesongoing SEC review or outstanding SEC investigation.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller Prime has filed all Seller required reports, schedules, forms, statements and other documents with the SEC Documents since July 1993 through the date hereof (as defined belowthe "Prime SEC Documents"). Schedule 3.6(a) on a timely basis. Section 2.6 of to the Seller Prime Disclosure Letter contains a complete list of all Seller Prime SEC Documents filed by Seller or Seller Partnership with Prime under the SEC Exchange Act since January 1, 1999 1997 and on or prior to the date of this Agreement. All of the Seller Prime SEC Documents (other than preliminary material), as of their respective filing dates, complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller Prime SEC Documents. None of the Seller Prime SEC Documents at the time of filing contained, or will contain at the time of filing if not yet filed, contained any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, omitted 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, except to the extent such statements have been modified or superseded by later Seller Prime SEC Documents filed and publicly availableavailable prior to the date of this Agreement. The consolidated financial statements of Seller Prime and the Prime Subsidiaries included in the Seller Prime SEC Documents complied (or, with respect to the Seller SEC Documents that have not been filed on or before the date hereof, will 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 (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") GAAP (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented (or will fairly present) in all material respectspresented, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SEC, the consolidated financial position of Seller Prime and its the Prime Subsidiaries, taken as a whole, as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller Except for liabilities and obligations set forth or reflected in the Prime SEC Documents or in Schedule 3.6(b) to the Prime Disclosure Letter, as of the date hereof neither Prime nor any Prime Subsidiary has no Subsidiaries which are not any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated for accounting purposesbalance sheet of Prime or in the notes thereto and which, individually or in the aggregate, would have a Prime Material Adverse Effect.

SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Seller has filed all Seller SEC Documents (as defined below) on a timely basis. Section 2.6 of the Seller Disclosure Letter contains a complete list of all Seller SEC Documents filed by Seller or Seller Partnership with the SEC since Since January 1, 1999 2008, CME Group has timely filed or furnished, as applicable, all reports, registrations, schedules, forms, statements and on other documents required to be filed or prior furnished with or to the SEC (together with all exhibits, financial statements and schedules thereto and all information incorporated by reference therein, the “CME Group SEC Documents”). As of its respective date (or, if amended, as of the date of this Agreement. All the last such amendment), each of the Seller CME Group SEC Documents (other than preliminary material)complied, as of their respective filing dateswhen filed or furnished, complied in all material respects with all applicable the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities or Exchange Act of 1934, as amended (the "Exchange Act"), and, in each case, the rules and regulations promulgated thereunder applicable to such Seller CME Group SEC Documents. None of the Seller , and did not, and any CME Group SEC Documents at filed with the time of filing containedSEC subsequent to the date hereof will not, or will contain at the time of filing if not yet filed, any untrue statement of a material fact or omitted, or will omit at the time of filing if not yet filed, to state any a material fact required to be stated therein or incorporated by reference therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later Seller SEC Documents filed and publicly available. The consolidated financial statements of Seller CME Group (the “CME Group Financial Statements”) included in the Seller CME Group SEC Documents complied (ora) have been prepared from, are in accordance with respect to the Seller SEC Documents that have not been filed on or before the date hereofand accurately reflect, will comply) as to form in all material respects with applicable accounting requirements respects, the books and the published rules records of CME Group and regulations of the SEC with respect theretoits Subsidiaries, (b) have been prepared (or will be prepared) in accordance with generally accepted accounting principles ("GAAP") (except, in the case of unaudited statements, as permitted by the applicable rules and regulations of the SEC) U.S. GAAP applied on a consistent basis during throughout the periods involved (presented therein, except as may be indicated in the notes theretootherwise noted therein, and (c) and fairly presented (or will fairly present) present fairly, in all material respects, in accordance with the applicable requirements of GAAP and the applicable rules and regulations of the SECfinancial position, the consolidated financial position of Seller and its Subsidiaries, as of the dates thereof and the consolidated results of operations operations, shareholders’ equity and cash flows of CME Group and its Subsidiaries for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Seller has no Subsidiaries which are not consolidated for accounting purposesindicated.