Common use of SEC Documents Clause in Contracts

SEC Documents. ProLogis has made available to Catellus (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis SEC Documents complied 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 thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SEC.

SEC Documents. ProLogis BreitBurn Parent has made available to Catellus (by public filing filed timely with the SEC or otherwise) a true and complete copy of each report, scheduleall forms, registration statement statements, reports, schedules and definitive proxy statement statements required to be filed by ProLogis it under the Exchange Act or any ProLogis Subsidiarythe Securities Act (all such documents filed on or prior to the date of this Agreement, with the SEC since January 1collectively, 2002 (the “ProLogis BreitBurn Parent SEC Documents”). The BreitBurn Parent SEC Documents, which are all of including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the documents required to have been “BreitBurn Parent Financial Statements”), at the time filed by any of them with the SEC since that date. As of their respective dates, the ProLogis SEC Documents complied (in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may beof registration statements, and solely on the rules and regulations dates of effectiveness) (except to the extent corrected by a subsequently filed BreitBurn Parent SEC thereunder applicable Document filed prior to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained date hereof) (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein (in the case of any prospectus, 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 ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents (ii) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable, (iii) in the case of the BreitBurn Parent Financial Statements, complied 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 (iv) in the case of the BreitBurn Parent Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule Form 10-01 Q of Regulation S-X under the Exchange ActSEC) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, v) in the case of the BreitBurn Parent Financial Statements, fairly present (subject in the case of unaudited statements, statements to normal, recurring and year-end audit adjustments, none of which are material), ) in all material respects the consolidated financial position of ProLogis BreitBurn Parent and the ProLogis Subsidiaries, taken as a whole, its Subsidiaries as of their respective the dates thereof and the consolidated statements results of income its operations and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented thereinthen ended. No other ProLogis Subsidiary PricewaterhouseCoopers LLP is required an independent registered public accounting firm with respect to make BreitBurn Parent and the General Partner and has not resigned or been dismissed as independent registered public accountants of BreitBurn Parent and the General Partner as a result of or in connection with any filing disagreement with BreitBurn Parent or the SECGeneral Partner on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

SEC Documents. ProLogis (a) To the actual knowledge of the Parent, Parent has made available timely filed or furnished all material forms, reports, schedules, statements and other documents required to Catellus (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by ProLogis or any ProLogis Subsidiary, it with the SEC since January 1the consummation of the initial public offering of the Parent’s securities, 2002 together with any material amendments, restatements or supplements thereto, and all such forms, reports, schedules, statements and other documents required to be filed or furnished under the Securities Act or the Securities Exchange Act (excluding Section 16 under the Securities Exchange Act) (all such forms, reports, schedules, statements and other documents filed with the SEC, the “ProLogis SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, each of the ProLogis SEC Documents Documents, as amended (including all financial statements included therein, exhibits and schedules thereto and documents incorporated by reference therein), complied in all material respects with the applicable requirements of the Securities Act Act, or the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and Documents. To the actual knowledge of the Parent, none of the ProLogis SEC Documents contained contained, when filed or, if amended prior to the Closing Date, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) To the actual knowledge of the Parent, except to each of the extent such financial statements have been modified of the Parent included in the SEC Documents, including all notes and schedules thereto, complied in all material respects, when filed or superseded by later ProLogis SEC Documents filed and publicly available if amended prior to the date of this Agreement. As Closing Date, as of the date hereofof such amendment, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, present in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a wholeParent, as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries Parent, for the periods presented therein. No other ProLogis Subsidiary is required To the actual knowledge of the Parent, each of the financial statements of the Parent included in the SEC Documents were derived from the books and records of the Parent, which books and records are, in all material respects, correct and complete and have been maintained in all material respects in accordance with commercially reasonable business practices. (c) To the actual knowledge of the Parent, no written notice of any SEC review or investigation of the Parent or the SEC Documents has been received by the Parent. Since the consummation of its initial public offering, all comment letters received by the Parent from the SEC or the staff thereof and all responses to make any filing with such comment letters filed by or on behalf of the Parent are publicly available on the SEC’s E▇▇▇▇ website.

SEC Documents. ProLogis has made available (a) The information pertaining to Catellus (by public filing with AOL in each of the SEC or otherwise) a true reports, schedules, forms, statements and complete copy of each report, schedule, registration statement and definitive proxy statement other documents required to be filed by ProLogis or any ProLogis Subsidiary, Time Warner with the SEC since January 1, 2002 2005 (the “ProLogis SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis SEC Documents complied in all material respects with the then applicable requirements of the United States Securities Exchange Act or of 1934 (the “Exchange Act, as the case may be, ”) and the applicable rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none promulgated thereunder, and, at the time of the ProLogis SEC Documents contained filing, did not contain any untrue statement of a material fact or omitted omit 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 such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated AOL segment financial statements of ProLogis information included in the ProLogis SEC Documents complied as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto and fairly presented the results of operations and financial position of the AOL business segment of Time Warner as of the dates and for the periods indicated therein, subject to the absence of line items and notes. (b) The separate unaudited balance sheet and statements of income and cash flows of AOL at and as of September 30, 2005 and December 31, 2005 (the “AOL Financials”) that are attached to the Disclosure Letter, have been prepared in accordance with GAAP U.S. generally acceptable accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except that the AOL Financials do not contain footnotes that may be required by GAAP) . The AOL Financials are true and correct in all material respects and present fairly AOL’s financial condition, operating results and cash flows as of the dates and during the periods involved indicated therein, subject to the absence of footnotes. (except as may be indicated c) A true and accurate reconciliation of the AOL Financials to the AOL business segment disclosures contained in the notes theretoTime Warner Quarterly Report on Form 10-Q for the period ended September 30, or2005 and the Annual Report on Form 10-K for the period ended December 31, 2005 is attached to the Disclosure Letter. (d) Except as set forth in the case Disclosure Letter, the assets that form the basis of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, operating results reflected in the case of the unaudited statements, to normal, recurring adjustments, none of which AOL Financials that are material), the consolidated financial position of ProLogis owned by Time Warner and the ProLogis Subsidiaries, taken as a whole, as of their respective dates its subsidiaries are owned by AOL and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECits subsidiaries.

SEC Documents. ProLogis LVGI has timely filed all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated pursuant thereto (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to 9 as the “SEC Documents”). LVGI has made available to Catellus (by public filing with the SEC or otherwise) a Shareholder true and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents Documents, and none of the ProLogis SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. LVGI has provided Shareholder with a copy of an SEC comment letter regarding various accounting and other issues relating to LVGI’s most recent 10KSB, except and Shareholder is aware that LVGI is in the process of responding to this comment letter and is likely as a result to amend its 10KSB in the extent such statements have been modified process. This comment letter and any modifications to LVGI’s 10KSB that result shall be excluded from any representation or superseded by later ProLogis SEC Documents filed and publicly available prior to warranty given under this section or elsewhere in this agreement. Since the date of this Agreement. As of the date hereofmost recent SEC Document, neither ProLogis nor any ProLogis Subsidiary there has any outstanding been no material adverse change and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included no material adverse development in the ProLogis SEC Documents complied as business, properties, operations, financial condition, results of operations, or prospects of LVGI or its subsidiaries. LVGI has not taken any steps, and does not currently expect to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statementstake any steps, to normal, recurring adjustments, none seek protection pursuant to any bankruptcy law nor does LVGI have any knowledge that its creditors or the creditors of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required its subsidiaries intend to make any filing with the SECinitiate involuntary bankruptcy proceedings.

SEC Documents. ProLogis has made available to Catellus (by public filing with the SEC or otherwisea) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since Since January 1, 2002 2008, the Company has filed with, or furnished to, the Securities and Exchange Commission (the “ProLogis SEC”) all documents required to be filed or furnished by the Company under the Securities Act or the Exchange Act (collectively, the “Company SEC Documents”), which are all . None of the documents required Subsidiaries of the Company is, or has at any time been, subject to have been filed by any the reporting requirements of them with Sections 13(a) and 15(d) of the SEC since that dateExchange Act. As of their respective dates, the ProLogis Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC thereunder applicable date hereof (or with respect to such ProLogis Company SEC Documents and filed or furnished after the date hereof, except as amended or supplemented prior to the Closing Date), none of the ProLogis Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to that no representation is made by the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC Company with respect to information supplied by Parent, Sub or their respective Subsidiaries in writing for inclusion in the ProLogis SEC DocumentsProxy Statement/Prospectus. The Each of the consolidated financial statements of ProLogis the Company (including, in each case, any notes thereto) included in the ProLogis Company SEC Documents complied as to form in all material respects with (collectively, the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, “Company Financial Statements”) have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, present in accordance with applicable requirements all material respects the financial position of GAAP the Company and its consolidated Subsidiaries as at the dates thereof and the applicable rules results of their operations and regulations of cash flows for the SEC periods then ended (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments and to any other adjustments set forth therein). As of the date of this Agreement, recurring adjustmentsneither the Company nor any of its Subsidiaries has any pending or unresolved comments from the SEC or any other Governmental Entity with respect to any of the Company SEC Documents. (b) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities, obligations or contingencies which (i) are reflected, or for which reserves are established, on the consolidated balance sheet of the Company as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) were incurred in the ordinary course of business since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or (iv) have been incurred in connection with the performance by the Company of its obligations under this Agreement or the transactions contemplated hereby. As of the date of this Agreement, neither the Company nor any of its Subsidiaries has any indebtedness for borrowed money or has guaranteed indebtedness for borrowed money of another Person (other than the Company or a wholly owned Subsidiary of the Company). (c) Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer and each former principal financial officer of the Company, as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the related rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”) with respect to the Company SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) To the Knowledge of the Company, since January 1, 2008 and prior to the date of this Agreement, none of which are material)the Company, any of its Subsidiaries or any director, officer, auditor, accountant or representative of the consolidated financial position Company or any of ProLogis and its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that the ProLogis Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing the Company or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by the Company or any of its Subsidiaries, taken as a whole, as or any of their respective dates officers, directors, employees or agents, to the current Board of Directors or any committee thereof or to any current director or executive officer of the Company. (e) The Company and its Subsidiaries have designed and maintain internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of the Company’s financial reporting and the consolidated preparation of financial statements for external purposes in accordance with U.S. GAAP (ii) that receipts and expenditures of income the Company and its Subsidiaries are being made only in accordance with the consolidated cash flows authorization of ProLogis management and directors of the ProLogis Company and such Subsidiaries for and (iii) regarding prevention or timely detection of the periods presented thereinunauthorized acquisition, use or disposition of the Company’s or its Subsidiaries’ assets that could have a material effect on the Company’s financial statements. No other ProLogis Subsidiary is The Company has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that material information required to make any filing with be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (f) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Company Contract (including any Company Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Company Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other Company SEC Documents. (g) Since January 1, 2009, the Company has not received any oral or written notification of any “material weakness” in the Company’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that the Company’s independent accountants certify has not been appropriately and adequately remedied by the Company. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release No. 2007-005 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

SEC Documents. ProLogis has made available (a) On the date the Offer is commenced, Parent shall file with SEC (i) a Tender Offer Statement on Schedule TO in accordance with the Exchange Act with respect to Catellus the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE TO"), and (ii) together with the Company, a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer, which shall be filed as part of the Schedule TO. The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, the "OFFER DOCUMENTS"). The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company Board and the Special Committee described in Section 1.2(a). Concurrently with the filing of the Schedule TO by public filing Parent, the Company shall file with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, Solicitation/Recommendation Statement on Schedule 14D-9 in accordance with the SEC since January 1Exchange Act (together with all amendments and supplements thereto and including the exhibits thereto, 2002 (the “ProLogis SEC Documents”"SCHEDULE 14D-9"), which are shall, except as otherwise provided herein, contain the recommendation referred to in clause (v) of Section 1.2(a) hereof. (b) Parent will take all of steps necessary to ensure that the documents required Offer Documents, and the Company will take all steps necessary to have been filed by any of them with ensure that the SEC since that date. As of their respective datesSchedule 14D-9, the ProLogis SEC Documents complied will comply in all material respects with the requirements provisions of the Securities Act applicable Federal and state securities Laws. The information provided and to be provided by Parent or the Exchange ActCompany for use in the Schedule TO, the Offer Documents and the Schedule 14D-9 shall not, on the date first filed with the SEC or first published, sent or provided to stockholders, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained contain any untrue statement of a material fact or omitted omit 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. Parent will take all steps necessary to cause the Offer Documents, except and the Company will take all steps necessary to cause the Schedule 14D-9, to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent such statements required by applicable Federal and state securities Laws. Each of Parent, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents and the Schedule 14D-9 if and to the extent that it shall have been modified or superseded become false and misleading in any material respect and Parent will take all steps necessary to cause the Offer Documents, and the Company will take all steps necessary to cause the Schedule 14D-9, as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by later ProLogis SEC Documents filed applicable Federal and publicly available state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the date of this Agreement. As SEC or dissemination to stockholders of the date hereof, neither ProLogis nor Company. The Special Committee and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide Parent and its counsel with copies of any ProLogis Subsidiary has any outstanding and unresolved written comments that the Company or its counsel may receive from the SEC or its staff with respect to the ProLogis SEC Documents. The consolidated financial statements Schedule 14D-9 promptly after the receipt of ProLogis included in such comments and Parent agrees to provide the ProLogis SEC Documents complied as to form in all material respects Company and its counsel with the applicable accounting requirements and the published rules and regulations copies of any written comments that Parent, or its counsel may receive from the SEC or its staff with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during to the periods involved (except as may be indicated in Offer Documents promptly after the notes thereto, or, in the case receipt of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECsuch comments.

SEC Documents. ProLogis (a) Parent has made available to Catellus (by public filing filed with the SEC or otherwise) a true all reports and complete copy of each report, schedule, registration statement and definitive proxy statement other filings required to be filed by ProLogis or any ProLogis Subsidiary, Parent in accordance with the SEC since January 1, 2002 Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (the “ProLogis Parent SEC DocumentsReports”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis Parent SEC Documents Reports complied in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the respective rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Parent SEC Documents Reports and, except to the extent that information contained in any Parent SEC Report has been revised or superseded by a later Parent SEC Report filed and publicly available prior to the date of this Agreement, none of the ProLogis Parent SEC Documents Reports contained any untrue statement of a material fact or omitted to state a 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 ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial balance sheets, and statements of ProLogis included income, changes in financial position and stockholders’ equity contained in the ProLogis Parent SEC Documents complied as to form Reports (the “Parent Financial Statements”) (i) were prepared from and are in all material respects accordance with the applicable accounting requirements books and the published rules and regulations other financial records of the SEC with respect theretoParent, have been (ii) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in ) and (iii) presented fairly the case financial position of Parent as of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP dates thereof and the applicable rules results of its operations and regulations of cash flows for the SEC periods then ended (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments). Except as set forth in Parent SEC Reports, recurring adjustmentsParent has no liabilities or obligations of any nature (whether accrued, none absolute, contingent or otherwise) other than liabilities or obligations incurred in the ordinary course of business consistent with past practice. (b) Parent has not filed, and nothing has occurred with respect to which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is Parent would be required to make file, any report on Form 8-K since the last filing with the SECof a Parent SEC Report.

SEC Documents. ProLogis (a) Parent has filed with the SEC all documents required to be so filed by it since January 1, 2011 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Catellus the Company each registration statement, periodic or other report, proxy statement or information statement (by public filing other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC or otherwise) a true and complete copy of each report(collectively, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC DocumentsParent Reports”). As used in this Section 4.7, which are all of the documents required term “file” shall include any reports on Form 8-K furnished to have been filed by any of them with the SEC since that dateSEC. As of their its respective datesdate, or, if amended by a subsequent filing prior to the ProLogis SEC Documents date hereof, on the date of such filing, each Parent Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents thereunder, and none of the ProLogis SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As None of the date hereofParent Subsidiaries is required to file any forms, neither ProLogis nor any ProLogis Subsidiary has any reports or other documents with the SEC pursuant to Section 13 or 15 of the Exchange Act. There are no outstanding and or unresolved comments to any comment letters received by the Parent from the SEC with respect and, to the ProLogis SEC DocumentsKnowledge of Parent, none of the Parent Reports is the subject of any ongoing review by the SEC. The Each of the consolidated financial statements of ProLogis balance sheets included in or incorporated by reference into the ProLogis SEC Documents complied as to form Parent Reports (including the related notes and schedules) fairly presented in all material respects with the applicable accounting requirements consolidated financial position of Parent and the published rules its Subsidiaries as of its date, and regulations each of the SEC with respect theretoconsolidated statements of operations, have been prepared cash flows and changes in accordance with GAAP applied on a consistent basis during stockholders’ equity included in or incorporated by reference into the Parent Reports (including any related notes and schedules) fairly presented in all material respects the results of operations, cash flows or stockholders’ equity, as the case may be, of Parent and its Subsidiaries for the periods involved (except as may be indicated in the notes theretoset forth therein, orsubject, in the case of the unaudited interim financial statements, to normal and year-end adjustments as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subjectsuch consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the case notes and schedules thereto, the “Parent Financial Statements”). The Parent Financial Statements (i) complied as to form in all material respects with the published rules and regulations of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, SEC with respect thereto as of their respective dates and (ii) were prepared in accordance with GAAP consistently applied during the consolidated statements periods involved, except as may be noted in the Parent Financial Statements or as permitted by the SEC for reports on Form 10-Q or Form 8-K. (b) Parent has not entered into or modified any loans or arrangements with its officers and directors in violation of income Section 402 of SOX. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Parent as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Parent has completed its assessment of the effectiveness of Parent’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended September 30, 2012, and such assessment concluded that such controls were effective. Parent has disclosed, based on the most recent evaluations by its chief executive officer and its chief financial officer, to Parent’s outside auditors and the consolidated cash flows audit committee of ProLogis the Parent Board (A) all significant deficiencies or material weaknesses (as such terms are defined in the Public Company Accounting Oversight Board’s Auditing Standard No. 2 or No. 5, as applicable) in the design or operation of internal controls over financial reporting and (B) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Parent’s internal controls over financial reporting. (c) Since January 1, 2011, to the ProLogis Knowledge of Parent, none of Parent, any of its Subsidiaries for or any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or Claim, whether written or oral, regarding the periods presented thereinaccounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries, including any material complaint, allegation, assertion or Claim that Parent or any of its Subsidiaries has a material weakness (as such term is defined in the Public Company Accounting Oversight Board’s Auditing Standard No. No other ProLogis Subsidiary 2 or No. 5, as applicable) in its internal control over financial reporting. (d) Parent is required to make any filing in compliance in all material respects with all applicable listing and corporate governance requirements of the SECNASDAQ and is in compliance in all material respects with all applicable rules, regulations and requirements of SOX.

SEC Documents. ProLogis has made available to Catellus (by public filing with the SEC or otherwisea) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since Since January 1, 2002 2008, Parent has filed with, or furnished to, the SEC all documents required to be filed or furnished by Parent under the Securities Act or the Exchange Act (collectively, the “ProLogis Parent SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis Parent SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and as of their respective dates and except as amended or supplemented prior to the rules and regulations of the SEC thereunder applicable date hereof (or with respect to such ProLogis Parent SEC Documents and filed or furnished after the date hereof, except as amended or supplemented prior to the Closing Date), none of the ProLogis Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded that no representation is made by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC Parent with respect to information supplied by the ProLogis SEC DocumentsCompany or its Subsidiaries in writing for inclusion in the Registration Statement. The Each of the consolidated financial statements of ProLogis Parent (including, in each case, any notes thereto) included in the ProLogis Parent SEC Documents complied as to form in all material respects with (collectively, the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, “Parent Financial Statements”) have been prepared in accordance with U.S. GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, present in accordance with applicable requirements all material respects the financial position of GAAP Parent and its consolidated Subsidiaries as at the dates thereof and the applicable rules results of their operations and regulations of cash flows for the SEC periods then ended (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments and to any other adjustments set forth therein). As of the date of this Agreement, recurring adjustmentsneither Parent nor any of its Subsidiaries has any pending or unresolved comments from the SEC or any other Governmental Entity with respect to any of Parent SEC Documents. (b) To the Knowledge of Parent, neither Parent nor any of its Subsidiaries has any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), except for liabilities, obligations or contingencies which (i) are reflected, or for which reserves are established, on the consolidated balance sheet of Parent as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) were incurred in the ordinary course of business since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect or (iv) have been incurred in connection with the performance by Parent of its obligations under this Agreement or the transactions contemplated hereby. (c) Each of the principal executive officer and the principal financial officer of Parent (or each former principal executive officer and each former principal financial officer of Parent, as applicable) has made the certifications required by Rules 13a-14 and 15d-14 promulgated under the Exchange Act or Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to Parent SEC Documents. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” have the meanings ascribed to those terms under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) To the Knowledge of Parent, since January 1, 2008 and prior to the date of this Agreement, none of which are material)Parent, the consolidated financial position any of ProLogis and the ProLogis its Subsidiaries or any director, officer, auditor, accountant or representative of Parent or any of its Subsidiaries has received any substantive complaint, allegation, assertion or claim, whether written or oral, that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No current or former attorney representing Parent or any of its Subsidiaries has reported evidence of a material violation of securities Laws, breach of fiduciary duty or similar violation by Parent or any of its Subsidiaries, taken as a whole, as or any of their respective dates officers, directors, employees or agents, to Parent’s current board of directors or any committee thereof or to any current director or executive officer of Parent. (e) Parent and its Subsidiaries have designed and maintain internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) to provide reasonable assurances (i) regarding the reliability of Parent’s financial reporting and the consolidated preparation of financial statements for external purposes in accordance with U.S. GAAP (ii) that receipts and expenditures of income Parent and its Subsidiaries are being made only in accordance with the consolidated cash flows authorization of ProLogis management and directors of Parent and such Subsidiaries and (iii) regarding prevention or timely detection of the ProLogis Subsidiaries for unauthorized acquisition, use or disposition of Parent’s or its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. Parent has designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the periods presented therein. No other ProLogis Subsidiary is Exchange Act) to ensure that material information required to make any filing with be disclosed by Parent in the reports that Parent files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of Parent required under the Exchange Act with respect to such reports. (f) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off balance sheet partnership or any similar Contract binding on Parent or any of its Subsidiaries or any of their properties or assets (including any Contract binding on Parent or any of its Subsidiaries or any of their properties or assets or arrangement relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s published financial statements or other documents required to be filed or furnished by Parent under the Securities Act or the Exchange Act. (g) Since January 1, 2009, Parent has not received any oral or written notification of any “material weakness” in Parent’s internal control over financial reporting. There is no outstanding “significant deficiency” or “material weakness” that Parent’s independent accountants certify has not been appropriately and adequately remedied by Parent. For purposes of this Agreement, the terms “significant deficiency” and “material weakness” shall have the meanings assigned to them in Release No. 2007-005 of the Public Company Accounting Oversight Board, as in effect on the date hereof.

SEC Documents. ProLogis (a) Grey Wolf has filed with the SEC all documents required to be so filed by it since January 1, 2007 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Catellus Basic each registration statement, periodic or other report, proxy statement or information statement (by public filing other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC or otherwise) a true and complete copy of each report(collectively, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC DocumentsGrey Wolf Reports”). As used in this Section 3.7, which are all of the documents required term “file” shall include any reports on Form 8-K furnished to have been filed by any of them with the SEC since that dateSEC. As of their its respective datesdate or, if amended by a subsequent filing prior to the ProLogis SEC Documents date hereof, on the date of such filing, each Grey Wolf Report complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, SOX and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As Each of the date hereofconsolidated balance sheets included in or incorporated by reference into the Grey Wolf Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Grey Wolf and the Grey Wolf Subsidiaries as of its date, neither ProLogis nor and each of the consolidated statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Grey Wolf Reports (including any ProLogis Subsidiary has any outstanding related notes and unresolved comments from schedules) fairly presents in all material respects the SEC with respect to results of operations, cash flows or changes in stockholders’ equity, as the ProLogis SEC Documentscase may be, of Grey Wolf and the Grey Wolf Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Grey Wolf Financial Statements”). The consolidated financial statements of ProLogis included in the ProLogis SEC Documents Grey Wolf Financial Statements (i) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been and (ii) were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted in the notes thereto, or, in the case of the unaudited statements, Grey Wolf Financial Statements or as permitted by Rule Form 10-01 Q or Form 8-K. (b) Grey Wolf has not entered into or modified any loans or arrangements with its officers and directors in violation of Regulation S-X Section 402 of SOX. Grey Wolf has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Grey Wolf’s disclosure controls and fairly presentedprocedures are reasonably designed to ensure that all material information required to be disclosed by Grey Wolf in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the management of Grey Wolf as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of SOX. The management of Grey Wolf has completed its assessment of the effectiveness of Grey Wolf’s internal controls over financial reporting in compliance with the requirements of Section 404 of SOX for the year ended December 31, 2007, and such assessment concluded that such controls were effective. To the knowledge of Grey Wolf, it has disclosed, based on its most recent evaluations, to Grey Wolf’s outside auditors and the audit committee of the Grey Wolf Board (i) all significant deficiencies in the design or operation of internal controls over financial reporting and any material weaknesses, which have more than a remote chance to materially adversely affect Grey Wolf’s ability to record, process, summarize and report financial data (as defined in Rule 13a-15(f) of the Exchange Act) and (ii) any fraud, regardless of whether material, that involves management or other employees who have a significant role in Grey Wolf’s internal controls over financial reporting. (c) Since January 1, 2007, to the knowledge of Grey Wolf, neither Grey Wolf nor any of the Grey Wolf Subsidiaries nor any director, officer, employee, auditor, accountant or representative of Grey Wolf or any of the Grey Wolf Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or Claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Grey Wolf or any of the Grey Wolf Subsidiaries, including any material complaint, allegation, assertion or Claim that Grey Wolf or any of the Grey Wolf Subsidiaries has a “material weakness” (as such terms are defined in the Public Accounting Oversight Board’s Auditing Standard No. 2, as in effect on the date hereof), in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated Grey Wolf’s internal controls over financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECreporting.

SEC Documents. ProLogis (a) Since January 1, 2017, Parent has made available to Catellus (by public filing timely filed or furnished with the SEC all forms, reports, schedules and statements (in each case, including all appropriate exhibits and schedules thereto) required to be filed or otherwise) a true furnished under the Securities Act or the Exchange Act (such forms, reports, schedules and complete copy of each reportstatements, schedulecollectively, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis Parent SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, each of the ProLogis Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except . Parent has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the extent such statements have been modified or superseded by later ProLogis Parent SEC Documents filed and publicly available prior to the statements contained in any such certifications were true and correct as of the date of this Agreementsuch certifications were made. As of the date hereof, neither ProLogis Parent nor any ProLogis Subsidiary of its officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding and or unresolved comments received by Parent from the SEC with respect to any of the ProLogis Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents Documents, including all notes and schedules thereto, complied as to form in all material respects respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, present in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated Subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis its consolidated Subsidiaries for the periods presented therein. (c) Parent has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities in connection with the reports it files under the Exchange Act. No other ProLogis Subsidiary is Such disclosure controls and procedures are effective to ensure that all information required to make be disclosed in any filing with Parent SEC Documents are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and further designed and maintained to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent financial statements for external purposes in accordance with GAAP. There (i) is no significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Parent or its Subsidiaries, (ii) is not, and since January 1, 2017 there has not been, any illegal act or fraud, whether or not material, that involves management or employees of Parent or its Subsidiaries and (iii) is not, and since January 1, 2017 there has not been, any “extensions of credit” (within the meaning of Section 402 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act) or prohibited loans to any executive officer of Parent (as defined in Rule 3b-7 under the Exchange Act) or director of Parent or any of its Subsidiaries.

SEC Documents. ProLogis (a) Since January 1, 2016, each of Parent and EQT MLP has made available to Catellus (by public filing filed or furnished with the SEC all forms, reports, schedules and statements required to be filed or otherwise) a true furnished under the Securities Act or the Exchange Act (such forms, reports, schedules and complete copy of each reportstatements, schedulecollectively, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis Parent SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, each of the ProLogis Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and EQT MLP respectively, except have made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the related rules and regulations promulgated thereunder with respect to the extent such statements have been modified or superseded by later ProLogis Parent SEC Documents filed and publicly available prior to the date of this AgreementDocuments. As of the date hereof, neither ProLogis Parent nor EQT MLP nor any ProLogis Subsidiary of their respective officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding and or unresolved comments received by Parent from the SEC with respect to any of the ProLogis Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents Documents, including all notes and schedules thereto, complied as to form in all material respects respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, present in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated Subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis its consolidated Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SEC.

SEC Documents. ProLogis Parent has made available to Catellus (by public filing filed with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all of the documents required to have been be so filed by any it, pursuant to Sections 13(a), 14(a) and 15(d) of them with the SEC since that dateExchange Act (collectively, the “Parent Reports”). As of their its respective datesdate or, if amended by a subsequent filing prior to the ProLogis SEC Documents date hereof, on the date of such filing, each Parent Report has complied in all material respects with the all applicable requirements of the Securities Act or the Exchange Act, as the case may be, SOX and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents promulgated thereunder, and none of the ProLogis SEC Documents contained did not (i) contain any untrue statement of a material fact or omitted (ii) omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As Each of the date hereofbalance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects the financial position of Parent as of its date, neither ProLogis nor and each of the statements of operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the Parent Reports (including any ProLogis Subsidiary has any outstanding related notes and unresolved comments from schedules) fairly presents in all material respects the SEC with respect to results of operations, cash flows or changes in stockholders’ equity, as the ProLogis SEC Documentscase may be, of Parent for the periods set forth therein (such balance sheets and statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Parent Financial Statements”). The consolidated financial statements of ProLogis included in the ProLogis SEC Documents Parent Financial Statements (i) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been and (ii) were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted in the Parent Financial Statements or as permitted by Form 10-K, 10-Q or Form 8-K. Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Parent as at August 31, 2014, Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a balance sheet of Parent or disclosed in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SEC.

SEC Documents. ProLogis Parent has made available to Catellus (by public filing with the SEC or otherwise) Company a true and complete copy of each statement, report, schedule, registration statement and (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act), definitive proxy statement statement, and other filing filed by ProLogis or any ProLogis Subsidiary, with the SEC by Parent since January 1June 23, 2002 1999, and, prior to the Effective Time, Parent will have made available Company with true and complete copies of any additional documents filed with the SEC by Parent prior to the Effective Time (collectively, the “ProLogis "Parent SEC Documents”"), which are all of the . All documents required to be filed as exhibits to the Parent SEC Documents have been so filed, and all material contracts so filed by as exhibits are in full force and effect, except those which have expired in accordance with their terms, and neither Parent nor any of them with the SEC since that dateits subsidiaries is in default thereunder where default would not reasonably be expected to have a Material Adverse Effect on Parent. As of their respective filing dates, the ProLogis Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent such statements have been modified or superseded corrected by later ProLogis a subsequently filed Parent SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC DocumentsDocument. The consolidated financial statements of ProLogis Parent, including the notes thereto, included in the ProLogis Parent SEC Documents (the "Parent Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and have been prepared in accordance with GAAP applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statementsstatements included in Quarterly Reports on Form 10-Qs, as permitted by Rule Form 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations Q of the SEC SEC). The Parent Financial Statements fairly present the consolidated financial condition and operating results of Parent and its subsidiaries at the dates and during the periods indicated therein (subject, in the case of the unaudited statements, to normal, recurring year-end adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SEC.

SEC Documents. ProLogis Since September 1, 2003, Parent has made available to Catellus (by public filing filed all required reports, schedules, forms, statements and other documents with the SEC or otherwise) a true (such documents, together with all exhibits and complete copy of each reportschedules thereto and documents incorporated by reference therein, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with collectively referred to herein as the SEC since January 1, 2002 (the “ProLogis "Parent SEC Documents”"), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis Parent SEC Documents complied (or will comply, in the case of Parent SEC Documents filed during the Closing Period) in all material respects with the requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis the Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained (or will contain, in the case of Parent SEC Documents filed during the Closing Period) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents, except to as of their respective dates, complied (or will comply, in the extent such statements have been modified or superseded by later ProLogis case of Parent SEC Documents filed and publicly available prior to during the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form Closing Period) in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared (or will be prepared, in the case of Parent SEC Documents filed during the Closing Period) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10 Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or) and fairly present (or will fairly present, in the case of Parent SEC Documents filed during the unaudited statements, Closing Period) the financial position of Parent and its consolidated subsidiaries as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP dates thereof and the applicable rules results of its operations and regulations of cash flows for the SEC periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are materialnormal year end audit adjustments and other adjustments described therein), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required Purchaser Material Adverse Change has occurred subsequent to make any filing August 9, 2004 and prior to the date of this Agreement that has not been either reflected in a Parent SEC Document filed with the SECSEC prior to the date of this Agreement or disclosed to SHHC in writing.

SEC Documents. ProLogis (i) Parent has made available to Catellus (by public filing with the SEC or otherwise) Company a true and complete copy of each form, report, statement, schedule, prospectus, proxies, registration statement and definitive proxy statement other documents filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1, 2002 its initial registration of the Parent Common Stock (the “ProLogis Parent SEC Documents”), which are all ) and prior to the date of this Agreement. Each of the documents required to have Parent SEC Documents has been timely filed by any of them with the SEC since that date. As and, as of their respective dates, each of the ProLogis Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act Act, or the Exchange ActAct or any other applicable law, as the case may be, and the rules and regulations of the SEC thereunder thereunder, in each case, to the extent applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has timely filed each report, except statement, schedule, prospectus, and registration statement that Parent was required to file with the SEC since its inception. Parent has made available (including via the E▇▇▇▇ system) to the extent such statements have been modified Company all material correspondence between the SEC on the one hand, and the Company or superseded by later ProLogis SEC Documents filed and publicly available prior to any of its Subsidiaries, on the date other hand, since the initial registration of this Agreementthe Parent Common Stock. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any there are no material outstanding and or unresolved comments in comment letters from the SEC staff with respect to any of the ProLogis Parent SEC Documents. To the knowledge of Parent, as of the date hereof, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (ii) The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with the applicable accounting requirements and the published rules and regulations Regulation S-X of the SEC with respect theretoSEC, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presentedpresent, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated Subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis its consolidated Subsidiaries for the periods presented therein. (iii) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case as required pursuant to Section 13(b)(2) under the Exchange Act. No other ProLogis Subsidiary is Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to make any filing with be disclosed by Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents. ProLogis Financial Statements; Internal Controls and Procedures. (a) Company has made available filed or furnished all forms, documents and reports required to Catellus (be filed or furnished by public filing it with the SEC or otherwiseSecurities and Exchange Commission (the "SEC") on a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC timely basis since January 1, 2002 2012 (together with any documents so filed or furnished during such period and the “ProLogis period between the date hereof and the Note Closing Date on a voluntary basis, in each case as may have been, or between the date hereof and the Note Closing Date may be, amended, the "SEC Documents”"), which are all . Each of the documents required to have been filed by any of them with the SEC since that date. As of their respective datesDocuments, the ProLogis including all SEC Documents filed or furnished after the Effective Date but prior to or on the Note Closing Date, complied or, if not yet filed, will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules and regulations ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date filed or furnished with the SEC, none of the SEC thereunder applicable to such ProLogis Documents, including all SEC Documents and none of filed or furnished after the ProLogis SEC Documents Effective Date but prior to or on the Note Closing Date, contained or, if not yet filed, will contain any untrue statement of a material fact or omitted omitted, or if not yet filed, will omit to state a any material fact required to be stated therein or necessary 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 ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any there are no material outstanding and or unresolved comments received from the SEC with respect to any of the ProLogis SEC Documents. A REQUEST FOR CONFIDENTIAL TREATMENT HAS BEEN SUBMITTED WITH RESPECT TO PORTIONS OF THIS DOCUMENT THAT ARE MARKED "[***]". (b) The consolidated financial statements (including all related notes and schedules) of ProLogis Company included in the ProLogis SEC Documents, and including all SEC Documents complied as filed after the Effective Date but prior to form or on the Note Closing Date, fairly presented, or if not yet filed, will fairly present, in all material respects with the applicable accounting requirements consolidated financial position of Company and its consolidated Subsidiaries, as at the respective dates thereof, and the published rules consolidated results of their operations, their consolidated cash flows and regulations of changes in stockholders' equity for the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the respective periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC then ended (subject, in the case of the unaudited statements, to normalnormal year-end adjustments and to any other adjustments described therein, recurring adjustmentsincluding the notes thereto) and were prepared, none or if not yet filed, will be prepared, in all material respects in conformity with GAAP (except, in the case of which the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods referred to therein (except as may be indicated therein or in the notes thereto). Since January 1, 2012, subject to any applicable grace periods, Company has been and is in compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of NASDAQ, except for any such noncompliance that would not, individually or in the aggregate, constitute a Material Adverse Effect. (c) Company has designed and maintained disclosure controls and procedures and internal control over financial reporting (as such terms are materialdefined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the consolidated Exchange Act) as required by Rule 13a-15 under the Exchange Act and as necessary to permit preparation of financial position statements in conformity with GAAP. Company's disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of ProLogis the SEC, and that all such material information is accumulated and communicated to Company's principal executive officer and its principal financial officer by others in Company or its Subsidiaries to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as would not, individually or in the aggregate, constitute a Material Adverse Effect, Company has disclosed, based on its most recent evaluation prior to the date hereof, to Company's auditors and the ProLogis Subsidiariesaudit committee of the Company Board (i) any material weaknesses in its internal control over financial reporting and (ii) any allegation of fraud that involves management of Company or any other employees of Company and its Subsidiaries who have a significant role in Company's internal control over financial reporting or disclosure controls and procedures. Since January 1, taken as a whole2012, as neither Company nor any of its Subsidiaries has received any written complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Company or its Subsidiaries or their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECinternal accounting controls.

SEC Documents. ProLogis (i) Seller has made available filed with or furnished to Catellus (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the all Seller SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all of the documents Documents that have been required to have been be filed or furnished by any of them with the SEC since that dateit pursuant to applicable Law. As of their respective datesdates of filing, furnishing or, in the case of registration statements, effectiveness, or, if supplemented, modified or amended since the time of filing, as of the date of the most recent supplement, modification or amendment, the ProLogis Seller SEC Documents (other than preliminary materials), including, for the avoidance of doubt, the Proxy Statement, (i) complied or will comply 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 thereunder applicable to such ProLogis Seller SEC Documents and (ii) none of the ProLogis Seller SEC Documents Documents, at the time of filing or being furnished (or effectiveness in the case of registration statements), contained or will contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except except, as applicable, to the extent such statements have been modified or superseded by later ProLogis Seller SEC Documents filed or furnished and publicly available prior to the date of this Agreement. For the avoidance of doubt, no representation or warranty is made hereunder as to statements made or incorporated by reference in the Proxy Statement that was supplied in writing by or on behalf of Purchaser specifically for inclusion in any of the foregoing documents (without any input or direction from Seller (or any of its Subsidiaries or their respective Representatives)) and has been approved by Purchaser for inclusion or incorporation by reference therein. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any there are no material outstanding and or unresolved comments received from the SEC with respect to any of the ProLogis Seller SEC DocumentsDocuments filed or furnished by Seller with the SEC and, as of the date hereof, to the Knowledge of the Acquired Companies, none of the Seller SEC Documents is the subject of ongoing SEC review. True, correct and complete copies of all Company SEC Reports are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. No Subsidiary of Seller is required to file any forms, reports or documents with the SEC. (ii) The audited consolidated financial statements and unaudited consolidated interim financial statements of ProLogis Seller included or incorporated by reference in the ProLogis Seller SEC Documents Documents, including the related notes and schedules, (i) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) have been prepared in accordance with GAAP (as in effect in the United States on the date of such financial statement) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and (iii) fairly presented, in all material respects, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis Seller and the ProLogis its Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis Seller and the ProLogis its Subsidiaries for the periods presented therein, in each case, except to the extent such financial statements have been modified or superseded by later Seller SEC Documents filed and publicly available prior to the date of this Agreement. (iii) Seller has designed and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) intended to provide reasonable assurances regarding the reliability of financial reporting for Seller and its Subsidiaries. No other ProLogis Subsidiary is Seller has designed disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to provide reasonable assurance that material information required to make any filing with be disclosed by Seller in the SEC.reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

SEC Documents. ProLogis (a) Parent has made available to Catellus the Company (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement, other statement (including proxy statements) and definitive proxy statement information filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1, 2002 2005 and prior to or on the Closing Date (the “ProLogis Parent SEC Documents”), which are all of the documents (other than preliminary material) that Parent was or will be if filed after the date hereof, required to have been filed by any of them file with the SEC since that dateJanuary 1, 2005 through the Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. As Except as set forth in Section 5.05 of the Parent Disclosure Schedule, as of their respective dates, the ProLogis Parent SEC Documents complied complied, or will comply if filed after the date hereof, in all material respects with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and SOX and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Documents, in each case as in effect at such time, and none of the ProLogis Parent SEC Documents contained contained, or will contain if filed after the date hereof, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis Parent SEC Documents filed and publicly available prior to the date of this Agreement. As Except as set forth in Section 5.05 of the Parent Disclosure Schedule, the consolidated financial statements of Parent (including the notes thereto) included or incorporated by reference in the Parent SEC Documents complied, or will comply if filed after the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were or will be if filed after the date hereof prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly, or will fairly presentedif filed after the date hereof, present, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are materialmaterial in amount or effect), in each case as in effect at such time, the assets, liabilities and the consolidated financial position of ProLogis Parent and the ProLogis its Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements results of income operations, stockholders’ equity and the consolidated cash flows of ProLogis Parent and the ProLogis its Subsidiaries taken as a whole, for the periods presented therein. No Subsidiary of Parent (including the Parent Operating Partnership) is subject to the periodic reporting requirements of the Exchange Act. (b) The management of Parent has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including the consolidated Subsidiaries of Parent, are known to the management of Parent, and (ii) has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the audit committee of Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and (B) any fraud or allegation of fraud, whether or not material, that involves management or other ProLogis Subsidiary employees who have a significant role in Parent’s or any of its Subsidiaries’ internal controls over financial reporting. (c) Parent has not identified any material weaknesses in the design or operation of Parent’s internal control over financial reporting. To the Knowledge of Parent, there is no reason to believe that its auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to make any filing with the SECrules and regulations adopted pursuant to Section 404 of SOX when next due.

SEC Documents. ProLogis Except as disclosed in Schedule 3.6, since December 31, 1996, the Company has made available timely filed all reports, schedules, forms, statements and other documents required to Catellus (be filed by public filing it with the SEC or otherwisepursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") a (all of the foregoing filed after December 31, 1996 and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being referred to herein as the "SEC Documents"). The Company has delivered to each Purchaser true and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis Furnished SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that dateexcept for exhibits, schedules and incorporated documents. As of their respective dates, the ProLogis SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis the SEC Documents Documents, and none of the ProLogis SEC Documents Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to . None of the extent statements made in any such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior which is required to the date of this Agreementbe updated or amended under applicable law has not been so updated or amended. As None of the date hereofstatements made in any such SEC Documents which was or has become inaccurate or misleading, neither ProLogis nor any ProLogis Subsidiary and which would have a Material Adverse Effect, has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documentsnot been so updated or amended. The consolidated financial statements of ProLogis the Company included in the ProLogis SEC Documents complied as to form have been prepared in all material respects accordance with the applicable U.S. generally accepted accounting requirements principles, consistently applied, and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or, or (ii) in the case of the unaudited interim statements, to the extent they do not include footnotes or are condensed or summary statements) and, fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP dates thereof and the applicable rules consolidated results of their operations and regulations of cash flows for the SEC periods then ended (subject, in the case of the unaudited statements, to normal, recurring immaterial year-end audit adjustments). Except as specifically set forth in the Furnished SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business consistent with past practice subsequent to the date of such financial statements and (ii) obligations not required under generally accepted accounting principles to be reflected in such financial statements under contracts and commitments incurred in the ordinary course of business consistent with past practice and (iii) liabilities not required under generally accepted accounting principles to be reflected in such financial statements, in each case of clause (i), (ii) and (iii) next above which, individually or in the aggregate, are not material to the financial condition, business, operations, properties, operating results or prospects of the Company and its Subsidiaries on a consolidated basis, or to the transactions contemplated hereby or to the Securities. To the extent required by the rules of the SEC applicable thereto, the SEC Documents contain a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments existing as of the respective date of each such SEC Document (or such other date required by the rules of the SEC) to which the Company or any subsidiary is a party or by which the Company or any subsidiary is bound or to which any of the properties or assets of the Company or any subsidiary is subject (each a "Contract"). Except as set forth in Schedule 3.6 or as specifically disclosed in the Furnished SEC Documents, none of the Company, its Subsidiaries or, to the best knowledge of the Company, any of the other parties thereto, is in breach or violation of any Contract, which are material)breach or violation would have a Material Adverse Effect, or of any other existing agreement or document which the Company will be required to list or describe in any subsequent SEC filing. No event, occurrence or condition exists which, with the lapse of time, the consolidated financial position giving of ProLogis notice, or both, would become a default by the Company or its Subsidiaries under any such Contracts, agreements or documents which would have a Material Adverse Effect. The Company has not provided and will not provide to any Purchaser any material non-public information or any other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the ProLogis SubsidiariesCompany but which has not been so disclosed, taken as a wholeexcept that with respect to any previously material non-public information disclosed to the Purchasers, as of their respective dates and any such information will be publicly disclosed by the consolidated statements of income and Company within the consolidated cash flows of ProLogis and time period set forth in the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required Confidentiality Agreement referred to make any filing with the SECin Section 8.5 below.

SEC Documents. ProLogis (a) Parent has filed with the SEC, and has heretofore made available to Catellus the Company (by public filing with the SEC or otherwise) a true and complete copy of each reportcopies of, scheduleall reports, registration statement schedules, forms, statements and definitive proxy statement other documents required to be filed by ProLogis or any ProLogis Subsidiary, with the SEC by Parent since January 1December 31, 2002 2000 (collectively, the “ProLogis "Parent SEC Documents”"), which are all . Parent does not have any outstanding and unresolved comments from the SEC with respect to any of the documents required Parent SEC Documents, nor has it received letters requesting information or otherwise inquiring as to any matters affecting Parent or Parent L.P. which have not been filed adequately addressed. None of the Parent SEC Documents is the subject of any confidential treatment request by any of them with the SEC since that date. Parent. (b) As of their its respective datesdate, the ProLogis each Parent SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as and to the extent applicable thereto, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Parent SEC Documents Document. Except to the extent that information contained in any Parent SEC Document filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed Parent SEC Document, none of the ProLogis Parent SEC Documents contained contains any untrue statement of a material fact or omitted omits to state a 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 ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, and to the extent as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as and to the extent may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements present the financial position of GAAP Parent and the applicable rules and regulations Parent Subsidiaries as of the SEC dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none ). Each of which are material), the consolidated financial position principal executive officer of ProLogis Parent and the ProLogis Subsidiaries, taken as a wholeprincipal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made the certifications required by Sections 302 and 906 of their respective dates the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the consolidated statements rules and regulations of income the SEC promulgated thereunder with respect to Parent's filings pursuant to the Exchange Act. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the consolidated cash flows of ProLogis and meanings given to such terms in the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SEC▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents. ProLogis Parent has made available filed and furnished all required reports, schedules, forms, statements and other documents that Parent was required to Catellus (by public filing file with or furnish to the SEC under the Securities Act or otherwise) a true the Exchange Act since August 31, 2005 (such documents, together with all exhibits and complete copy of each report, schedule, registration statement schedules thereto and definitive proxy statement filed documents incorporated by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (reference therein collectively referred to herein as the “ProLogis Parent SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective datesdates (or if amended or superseded by a filing prior to the Effective Time, then on the date of such amending or superseding filing), the ProLogis Parent SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, in accordance with applicable requirements present the consolidated financial position of GAAP Parent and its consolidated subsidiaries as of the dates thereof and the applicable rules consolidated results of their operations and regulations of cash flows for the SEC periods then ended (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments and other adjustments described therein). Except as set forth in the Parent SEC Documents or as is disclosed in Section 4.5 of the Parent Disclosure Schedule, recurring adjustmentsParent has no liabilities, none contingent or otherwise, other than liabilities incurred in the ordinary course of which business which, under GAAP, are material)not required to be reflected in the financial statements included in the Parent SEC Documents and which, individually or in the aggregate, are not material to the consolidated business or financial position condition of ProLogis Parent and the ProLogis Subsidiaries, its Subsidiaries taken as a whole. The Parent SEC Documents include, as among other things, all disclosure of their respective dates material developments required by Form 8-K, and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries except for the periods presented therein. No other ProLogis Subsidiary transaction contemplated by this Agreement, there is required to make any filing with no material non-public information concerning the SECbusiness, prospects, operations and prospects of the Parent and its subsidiaries taken as a whole that are not disclosed in the Parent SEC Documents.

SEC Documents. ProLogis (a) Parent has filed with the SEC, and has heretofore made available to Catellus the Company (by public filing with the SEC or otherwise) a true and complete copy of each reportcopies of, scheduleall reports, registration statement schedules, forms, statements and definitive proxy statement other documents required to be filed by ProLogis or any ProLogis Subsidiary, with the SEC by Parent since January 1December 31, 2002 2001 (collectively, the “ProLogis Parent SEC Documents”), which are all . Parent does not have any outstanding and unresolved comments from the SEC with respect to any of the documents required to have been filed Parent SEC Documents. None of the Parent SEC Documents is the subject of any confidential treatment request by any of them with the SEC since that date. Parent. (b) As of their its respective datesdate, the ProLogis each Parent SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as and to the extent applicable thereto, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Parent SEC Documents Document. Except to the extent that information contained in any Parent SEC Document filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed Parent SEC Document, none of the ProLogis Parent SEC Documents at the time of filing contained any untrue statement of a material fact or omitted to state a 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 ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, and to the extent as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as and to the extent may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements present the financial position of GAAP Parent and the applicable rules and regulations Parent Subsidiaries as of the SEC dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments). (c) The management of Parent has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, recurring adjustmentsincluding its consolidated subsidiaries, none is made known to the management of Parent by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Parent’s outside auditors and the audit committee of the board of trustees of Parent (the “Parent Board”) (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material), the consolidated that involves management or other employees who have a significant role in Parent’s internal control over financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECreporting.

SEC Documents. ProLogis (i) Parent has delivered or made available to Catellus (by public filing with the SEC or otherwise) a Parent true and complete copy copies of each reportregistration statement, scheduleproxy or information statement, registration statement form, report and definitive proxy statement other documents required to be filed by ProLogis or any ProLogis Subsidiary, it with the SEC since January 1, 2002 1999 (collectively, the “ProLogis "Parent SEC Documents”Reports"), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis Parent SEC Documents Reports (A) complied (except to the extent revised or superseded by a subsequent filing with the SEC prior to the date hereof), or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as Act and (B) did not (except to the case may be, and the rules and regulations of extent revised or superseded by a subsequent filing with the SEC thereunder applicable prior to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained date hereof), or, with respect to those not yet filed, will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Parent has filed all required Parent SEC Reports required to be filed by it under the Exchange Act since January 1, except 1999. Parent has heretofore made available or promptly will make available to the extent such statements have Company a complete and correct copy of all amendments or modifications to any Parent SEC Report which has been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date hereof. For purposes of all the representations and warranties of Parent and Merger Sub contained herein (other than this Agreement. As of paragraph (f)(i) and paragraph (f)(ii)), the term "the Parent SEC Reports" shall refer only to those Parent SEC Reports filed with the SEC prior to the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from . (ii) Each of the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements balance sheets of ProLogis Parent included in or incorporated by reference into the ProLogis Parent SEC Documents complied as to form Reports (including the related notes and schedules) is in accordance in all material respects with the applicable accounting requirements books and records of Parent and presents fairly (except to the published rules extent revised or superseded by financial statements included in a subsequent filing with the SEC prior to the date hereof), in all material respects, the consolidated financial position of Parent and regulations its consolidated Subsidiaries as of its date, and each of the consolidated statements of income, stockholders' equity and cash flows of Parent included in or incorporated by reference into the Parent SEC Reports (including any related notes and schedules) presents fairly (except to the extent revised or superseded by financial statements included in a subsequent filing with respect theretothe SEC prior to the date hereof), have been prepared in accordance with GAAP applied on a consistent basis during all material respects, the results of operations, stockholders' equity or cash flows, as the case may be, of Parent and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC set forth therein (subject, in the case of the unaudited statements, to normal, recurring normal year-end adjustments, none of which are materialnot expected to be material in amount), in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein. (iii) Except as set forth in Section 3.2(f)(iii) of the Parent Disclosure Schedule and except as set forth in the Parent SEC Reports, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of the Parent and its Subsidiaries or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (A) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated financial position balance sheet of ProLogis and the ProLogis Subsidiaries, taken as a whole, Parent as of their respective dates Marc▇ ▇▇, ▇▇▇▇, (▇) ▇▇▇bilities or obligations arising in the ordinary course of business (including trade indebtedness) since March 27, 1999, and (C) liabilities or obligations which would not, individually or in the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECaggregate, have a Material Adverse Effect on Parent.

SEC Documents. ProLogis (a) Parent has filed with the SEC, and has heretofore made available to Catellus the Company (by public filing with the SEC or otherwise) a true and complete copy of each reportcopies of, scheduleall reports, registration statement schedules, forms, statements and definitive proxy statement other documents required to be filed by ProLogis or any ProLogis Subsidiary, with the SEC by Parent since January 1December 31, 2002 2000 (collectively, the “ProLogis "PARENT SEC DOCUMENTS"). Parent does not have any outstanding and unresolved comments from the SEC with respect to any of the Parent SEC Documents”), nor has it received letters requesting information or otherwise inquiring as to any matters affecting Parent or Parent L.P. which are all have not been adequately addressed. None of the documents required to have been filed Parent SEC Documents is the subject of any confidential treatment request by any of them with the SEC since that date. Parent. (b) As of their its respective datesdate, the ProLogis each Parent SEC Documents Document complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, the Sarbanes-Oxley Act, as and to the rules extent applicable thereto, and ▇▇▇ ▇▇▇▇▇ ▇▇▇ regulations of the SEC promulgated thereunder applicable to such ProLogis Parent SEC Documents Document. Except to the extent that information contained in any Parent SEC Document filed and publicly available prior to the date of this Agreement has been revised or superseded by a later filed Parent SEC Document, none of the ProLogis Parent SEC Documents contained contains any untrue statement of a material fact or omitted omits to state a 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 ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of unaudited statements, and to the extent as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as and to the extent may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements present the financial position of GAAP Parent and the applicable rules and regulations Parent Subsidiaries as of the SEC dates thereof and the results of its operations and cash flows for the periods shown (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none ). Each of which are material), the consolidated financial position principal executive officer of ProLogis Parent and the ProLogis Subsidiaries, taken as a wholeprincipal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made the certifications required by Sections 302 and 906 of their respective dates the Sarbanes-Oxley Act and the consolidated statements rules and regulations of income the SEC prom▇▇▇▇▇▇▇ ▇▇▇▇▇▇nder with respect to Parent's filings pursuant to the Exchange Act. For purposes of the preceding sentence, "PRINCIPAL EXECUTIVE OFFICER" and "PRINCIPAL FINANCIAL OFFICER" shall have the consolidated cash flows of ProLogis and meanings given to such terms in the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECSarbanes-Oxley Act.

SEC Documents. ProLogis Globalstar has made available timely filed, and on the Interest Acquisition Date will have timely filed, all forms, reports and documents required to Catellus (be filed by public filing it with the SEC or otherwiseSecurities and Exchange Commission (the "SEC") a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis 2002. All SEC Documents”)Filings, which are all of the documents required to have been filed by any of them with the SEC since that date. As as of their respective dates, the ProLogis SEC Documents complied (a) complied, or will comply, in all material respects with the applicable requirements of the Securities Exchange Act or the Exchange Act, as the case may beand (b) did not, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except . The representation and warranty in the preceding sentence does not apply to the extent such statements have been modified (a) any misstatement or superseded by later ProLogis omission in (i) any SEC Documents Filing filed and publicly available prior to the date of this Agreement. As of Agreement that was superseded by a subsequent SEC Filing filed prior to the date hereof, neither ProLogis nor of this Agreement or (ii) any ProLogis Subsidiary has SEC Filing filed after the date of this Agreement that is superseded by a subsequent SEC Filing filed prior to the Contribution Date or (b) any outstanding and unresolved comments from financial forecasts or projections included in the SEC with respect to the ProLogis SEC DocumentsFilings. The consolidated financial statements of ProLogis Globalstar included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been Filings were prepared in accordance with GAAP United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presentedpresent the consolidated financial position of Globalstar and its Subsidiaries, in accordance with applicable requirements of GAAP and the applicable rules and regulations as of the SEC dates thereof (subject, in the case of the any unaudited statements, to normalthe absence of footnotes and to normal year-end audit adjustments). As of the time of the filing of any relevant SEC Filing, recurring adjustments, none to the Knowledge of which are material)Globalstar and its Subsidiaries, the consolidated financial position forecasts or projections included in such SEC Filing (as qualified and limited in the SEC Filing) were made by management of ProLogis Globalstar in good faith and on a reasonable basis, except for any failure to make the ProLogis Subsidiaries, taken as financial forecasts or projections in good faith and on a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented thereinreasonable basis that would not have a Globalstar Material Adverse Effect. No other ProLogis Subsidiary of Globalstar is currently required to make file any filing periodic reports with the SECSEC under the Exchange Act.

SEC Documents. ProLogis Parent has made available to Catellus (by public filing filed with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement all documents required to be so filed by ProLogis or any ProLogis Subsidiary, with the SEC it since January 1, 2002 2009, pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act (collectively, the “ProLogis SEC DocumentsParent Reports”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their its respective datesdate or, if amended by a subsequent filing prior to the ProLogis SEC Documents date hereof, on the date of such filing, each Parent Report or as subsequently amended complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, SOX and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and schedules) fairly presents in all material respects the consolidated financial position of Parent and Parent Subsidiaries as of its date, and each of the consolidated statements of ProLogis operations, cash flows and changes in stockholders’ equity included in or incorporated by reference into the ProLogis SEC Documents Parent Reports (including any related notes and schedules) fairly presents in all material respects the results of operations, cash flows or changes in stockholders’ equity, as the case may be, of Parent and Parent Subsidiaries for the periods set forth therein (such consolidated balance sheets and consolidated statements of operations, cash flows and changes in stockholders’ equity, each including the notes and schedules thereto, the “Parent Financial Statements”). Parent Financial Statements (i) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been and (ii) were prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted in the Parent Financial Statements or as permitted by Form 10-K, 10-Q or Form 8-K. Except as and to the extent adequately accrued or reserved against in the audited balance sheet of Parent as at December 31, 2010 (such balance sheet, together with all related notes and schedules thereto, the “Parent Balance Sheet”), Parent does not have any liability, indebtedness, expense, claim, deficiency, guaranty or obligation of any type or nature, whether accrued, absolute, contingent, matured, unmatured or otherwise, whether known or unknown and whether or not required by GAAP to be reflected in a consolidated balance sheet of Parent or disclosed in the notes thereto, orexcept for (i) liabilities and obligations, incurred in the case ordinary course of business consistent with past practice since the date of the unaudited statementsParent Balance Sheet, as permitted by Rule 10-01 of Regulation S-X that are not, individually or in the aggregate, material in amount, (ii) liabilities for performance under Parent Material Contracts that do not exceed $2,500 individually or $5,000 in the Exchange Actaggregate, and (iii) and fairly presented, liabilities described in accordance with applicable requirements of GAAP and the applicable rules and regulations Section 4.17 of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECParent Disclosure Letter.

SEC Documents. ProLogis (a) Parent has made available to Catellus (by public filing filed or furnished with the SEC or otherwise) a true U.S. Securities and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 Exchange Commission (the “ProLogis SEC”), on a timely basis, all forms, reports, certifications, schedules, statements and documents required to be filed or furnished under the Securities Act or the Exchange Act, respectively (such forms, reports, certifications, schedules, statements and documents, collectively, the “Parent SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, each of the ProLogis Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained contained, when filed (or, if amended prior to the Closing Date, as of the date of such amendment with respect to those disclosures that are amended), any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) There are no liabilities or obligations of Parent or any of its wholly-owned subsidiaries (whether accrued, except absolute, contingent or otherwise) that would be required to the extent such statements have been modified be reflected on, or superseded by later ProLogis SEC Documents filed and publicly available prior to the date reserved against in, a consolidated balance sheet of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included Parent or in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been notes thereto prepared in accordance with GAAP applied on a consistent basis during GAAP, other than liabilities or obligations to the periods involved extent (except i) (A) reflected or reserved against in the consolidated balance sheet of Parent as may be indicated of March 31, 2021 or (B) readily apparent in the notes thereto, or, in each case included in the case Parent SEC Documents, (ii) liabilities or obligations incurred in the ordinary course of business since ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇▇) for fees and expenses incurred in connection with the unaudited statements, as permitted transactions contemplated by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP this Agreement and the applicable rules related transactions or (iv) liabilities or obligations which have not had and regulations of the SEC (subjectwould not reasonably be expected to have, individually or in the case of the unaudited statementsaggregate, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECMaterial Adverse Effect on Parent.

SEC Documents. ProLogis (a) Buyer has made available timely filed or furnished all registration statements, prospectuses, forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to Catellus (be filed or furnished by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, it with the SEC since January 1, 2002 2017 (the “ProLogis Buyer SEC DocumentsReports”), which are . The Buyer SEC Reports (after giving effect to all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis SEC Documents complied amendments thereto) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the all applicable rules and regulations thereunder. As of the SEC thereunder applicable to such ProLogis SEC Documents and their respective filing dates, none of the ProLogis Buyer SEC Documents Reports contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded corrected by later ProLogis a subsequently filed Buyer SEC Documents filed and publicly available prior to Report. (b) Except as set forth in any Buyer SEC Report, the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis Buyer, including the notes thereto, included in the ProLogis Buyer SEC Documents Reports (the “Buyer Financial Statements”) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of the unaudited financial statements, except as permitted by Rule under Form 10-01 of Regulation S-X Q under the Exchange Act) and fairly presented, presented in accordance with applicable requirements all material respects the consolidated financial position of GAAP Buyer and its consolidated subsidiaries as of the respective dates thereof and the applicable rules consolidated results of Buyer’s operations and regulations of cash flows for the SEC periods indicated (subjectsubject to, in the case of the unaudited statements, normal and recurring year-end audit adjustments). Since December 31, 2017, there has been no material change in Buyer’s accounting policies except as described in the notes to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECBuyer Financial Statements.

SEC Documents. ProLogis (a) Parent has made available to Catellus (by public filing filed with the SEC or otherwise) a true all reports, schedules, statements and complete copy of each report, schedule, registration statement and definitive proxy statement other documents required to be filed by ProLogis Parent or any ProLogis Subsidiary, of its Subsidiaries with the SEC since January 1December 31, 2002 2003 (collectively, the “ProLogis Parent SEC DocumentsReports”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, with respect to Parent SEC Reports filed pursuant to the ProLogis Exchange Act, and as of their respective effective dates, as to Parent SEC Documents complied Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may beand (ii) did not, and the rules and regulations of the SEC thereunder applicable or, with respect to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained those not yet filed, will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As . (b) Each of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis balance sheets included in or incorporated by reference into Parent SEC Reports (including the ProLogis SEC Documents complied as to form related notes and schedules) fairly presents, in all material respects with respects, the applicable accounting requirements consolidated financial position of Parent and the published rules its consolidated Subsidiaries as of its date, and regulations each of the consolidated statements of income, stockholders’ equity and cash flows of Parent included in or incorporated by reference into Parent SEC with respect theretoReports (including any related notes and schedules) fairly presents, have been prepared in accordance with GAAP applied on a consistent basis during all material respects, the results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments), recurring adjustmentsin each case in accordance with GAAP consistently applied during the periods involved, none except as may be noted therein and, in the case of which are materialunaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated financial position balance sheet of ProLogis and the ProLogis Subsidiaries, taken as a whole, Parent as of their respective dates ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations arising in the ordinary course of business (including trade indebtedness), and (iii) liabilities or obligations which would not, individually or in the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required aggregate, reasonably be expected to make any filing with the SEChave a Parent Material Adverse Effect.

SEC Documents. ProLogis (a) Parent has made available to Catellus (by public filing filed with the SEC or otherwise) a true all reports, schedules, statements and complete copy of each report, schedule, registration statement and definitive proxy statement other documents required to be filed by ProLogis Parent or any ProLogis Subsidiary, of its Subsidiaries with the SEC since January 1December 31, 2002 2003 (collectively, the “ProLogis "Parent SEC Documents”Reports"), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, with respect to Parent SEC Reports filed pursuant to the ProLogis Exchange Act, and as of their respective effective dates, as to Parent SEC Documents complied Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may beand (ii) did not, and the rules and regulations of the SEC thereunder applicable or, with respect to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained those not yet filed, will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As . (b) Each of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis balance sheets included in or incorporated by reference into Parent SEC Reports (including the ProLogis SEC Documents complied as to form related notes and schedules) fairly presents, in all material respects with respects, the applicable accounting requirements consolidated financial position of Parent and the published rules its consolidated Subsidiaries as of its date, and regulations each of the consolidated statements of income, stockholders' equity and cash flows of Parent included in or incorporated by reference into Parent SEC with respect theretoReports (including any related notes and schedules) fairly presents, have been prepared in accordance with GAAP applied on a consistent basis during all material respects, the results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments), recurring adjustmentsin each case in accordance with GAAP consistently applied during the periods involved, none except as may be noted therein and, in the case of which are materialunaudited quarterly financial statements, as permitted by Form 10-Q under the Exchange Act. (c) Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated financial position balance sheet of ProLogis and the ProLogis Subsidiaries, taken as a whole, Parent as of their respective dates ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) liabilities or obligations arising in the ordinary course of business (including trade indebtedness), and (iii) liabilities or obligations which would not, individually or in the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required aggregate, reasonably be expected to make any filing with the SEChave a Parent Material Adverse Effect.

SEC Documents. ProLogis (a) Parent has made available to Catellus (by public filing filed or furnished, as applicable, on a timely basis, all required reports, schedules, forms, certifications, and proxy and other statements with the SEC (collectively and together with all documents filed on a voluntary basis on Form 8-K, and in each case, including all exhibits and schedules thereto and documents incorporated by reference therein, as have been supplemented, modified or otherwise) a true and complete copy amended since the time of each reportfiling, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC Documents”)) since the beginning of Parent’s last completed fiscal year. Since the beginning of Parent’s last completed fiscal year, which are all each of the documents required to have been filed by any SEC Documents, at the time of them with the SEC since that date. As of their respective datesits filing or being furnished, the ProLogis SEC Documents complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may beSecurities Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and any rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents. As of their respective dates (or, if amended prior to the date hereof, as of the date of such ProLogis amendment), the SEC Documents and none filed or furnished since the beginning of the ProLogis SEC Documents contained Parent’s last completed fiscal year did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading (b) The audited balance sheet of Parent dated March 25, except 2023 contained in the SEC Documents is hereinafter referred to as the “Parent Balance Sheet.” Parent does not have any liabilities other than liabilities that: (i) are reflected or reserved against in the Parent Balance Sheet (including the notes thereto); (ii) were incurred since the date of the Parent Balance Sheet in the ordinary course of Parent’s business consistent with past practice; (iii) are incurred in connection with the transactions contemplated by this Agreement; or (iv) would not reasonably be expected to be material to the extent such Parent Balance Sheet, individually or in the aggregate. (c) The financial statements have been modified or superseded by later ProLogis of Parent (including any related notes and schedules thereto) contained in the SEC Documents filed and publicly available prior to since the date of this Agreement. As beginning of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from last completed fiscal year (the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, “Parent Financial Statements”) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, orthereto and, in the case of the unaudited interim financial statements, as may be permitted by Rule 10-01 GAAP). The Parent Financial Statements accurately reflect the books and records of Regulation S-X under Parent and its subsidiaries and present fairly in all material respects the Exchange Act) consolidated financial position, results of operations and fairly presented, in accordance with applicable requirements cash flows of GAAP Parent and its subsidiaries at and for the applicable rules and regulations of the SEC respective periods indicated (subject, in the case of the unaudited statementsfinancial statements included in the Parent Financial Statements, to normalnormal year-end adjustments and any other adjustments described therein and as may be permitted by GAAP). (▇) ▇▇▇▇▇▇ maintains a system of “internal controls over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as required by Rules 13a-15 or 15d-15 of the Exchange Act that is sufficient to provide reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, recurring adjustments(ii) that receipts and expenditures of Parent are being made only in accordance with authorizations of management and Parent’s board of directors, none and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s assets that could have a materially adverse effect on Parent’s financial statements. Parent maintains disclosure controls and procedures within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Such disclosure controls and procedures are designed and maintained to ensure that information relating to Parent, including its consolidated subsidiaries, required to be disclosed in Parent’s reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules of the SEC, and that all such material information is accumulated and communicated to the Parent’s principal executive officer and its principal financial officer by others employed by Parent to allow timely decisions regarding required disclosure under the Exchange Act and to make the certifications required under the Exchange Act with respect to such reports. Parent has disclosed to its auditors and the audit committee of its Board of Directors (A) any “significant deficiency” or “material weaknesses” (as such terms are defined in Rule 1-02(a)(4) of Regulation S-X) in the system of internal control over financial reporting which are reasonably likely to adversely affect in any material respect its ability to timely record, process, summarize and report financial information, and (B) any fraud, whether or not material), that involves management or other employees of Parent and its subsidiaries who have a significant role in its internal control over financial reporting. (e) As of the consolidated financial position date of ProLogis and the ProLogis SubsidiariesAgreement, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary Parent is required to make any filing in compliance in all material respects with the SEClisting and corporate governance rules and regulations of The Nasdaq Stock Market LLC applicable to Parent.

SEC Documents. ProLogis (a) Since January 1, 2017, each of Parent and Viper has made available to Catellus (by public filing timely filed or furnished with the SEC all forms, reports, schedules and statements (in each case, including all appropriate exhibits and schedules thereto) required to be filed or otherwise) a true furnished under the Securities Act or the Exchange Act (such forms, reports, schedules and complete copy of each reportstatements, schedulecollectively, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis Parent SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, each of the ProLogis Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Viper, except respectively, has made all certifications and statements required by Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to the extent such statements have been modified or superseded by later ProLogis Parent SEC Documents filed and publicly available prior to the statements contained in any such certifications were true and correct as of the date of this Agreementsuch certifications were made. As of the date hereof, neither ProLogis Parent nor Viper nor any ProLogis Subsidiary of their respective officers has received notice from any Governmental Entity challenging or questioning the accuracy, completeness, form or manner of filing of such certifications. As of the date hereof, there are no outstanding and or unresolved comments received by Parent or Viper from the SEC with respect to any of the ProLogis Parent SEC Documents. As of the date hereof, to the knowledge of Parent, none of the Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited consolidated financial statements of ProLogis Parent and Viper included in the ProLogis Parent SEC Documents Documents, including all notes and schedules thereto, complied as to form in all material respects respects, when filed or if amended prior to the date of this Agreement, as of the date of such amendment, with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, present in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis SubsidiariesViper, taken as a wholeapplicable, and their respective consolidated Subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis Viper, as applicable, and their respective consolidated Subsidiaries for the periods presented therein. No other ProLogis Subsidiary . (c) Parent has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), which are effective (as such term is required used in Rule 13a-15(b) of the Exchange Act) to make any filing ensure that material information relating to Parent, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Parent by others within those entities in connection with the SECreports it files under the Exchange Act.

SEC Documents. ProLogis (a) Parent has made available to Catellus (by public filing filed with the SEC or otherwise) a true all reports, schedules, statements and complete copy of each report, schedule, registration statement and definitive proxy statement other documents required to be filed by ProLogis Parent or any ProLogis Subsidiary, of its Subsidiaries with the SEC since January 1December 31, 2002 1999 (collectively, the “ProLogis Parent SEC DocumentsReports”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, with respect to Parent SEC Reports filed pursuant to the ProLogis Exchange Act, and as of their respective effective dates, as to Parent SEC Documents complied Reports filed pursuant to the Securities Act, the Parent SEC Reports and any registration statements, reports, forms, proxy or information statements and other documents filed by Parent with the SEC after the date of this Agreement (i) complied, or, with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act or and the Exchange Act, as the case may beand (ii) did not, and the rules and regulations of the SEC thereunder applicable or, with respect to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained those not yet filed, will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As . (b) Each of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis balance sheets included in or incorporated by reference into Parent SEC Reports (including the ProLogis SEC Documents complied as to form related notes and schedules) presents fairly, in all material respects with respects, the applicable accounting requirements consolidated financial position of Parent and the published rules its consolidated Subsidiaries as of its date, and regulations each of the consolidated statements of income, stockholders’ equity and cash flows of Parent included in or incorporated by reference into Parent SEC with respect theretoReports (including any related notes and schedules) presents fairly, have been prepared in accordance with GAAP applied on a consistent basis during all material respects, the results of operations and cash flows, as the case may be, of Parent and its Subsidiaries for the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments), recurring adjustmentsin each case in accordance with GAAP consistently applied during the periods involved, none except as may be noted therein. (c) Except as set forth in the Parent SEC Reports, neither Parent nor any of which are materialits Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied, except for (i) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated financial position balance sheet of ProLogis and the ProLogis Subsidiaries, taken as a whole, Parent as of their respective dates September 30, 2002, (ii) liabilities or obligations arising in the ordinary course of business (including trade indebtedness) from September 30, 2002 to the date hereof, (iii) other liabilities incurred after the date hereof that are permitted by Section 5.2 hereof, and (iv) liabilities or obligations which would not, individually or in the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECaggregate, cause a Parent Material Adverse Effect.

SEC Documents. ProLogis (a) Univision has made available filed all forms, reports and documents required to Catellus (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by ProLogis or any ProLogis Subsidiary, it with the SEC since January 1December 31, 2002 1999 (collectively, the “ProLogis SEC Documents”"Univision Reports"), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis Univision Reports, and any such reports, forms and other documents filed by Univision with the SEC Documents complied after the date of this Agreement (1) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained thereunder; and (2) did not, or will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except . The representation in clause (2) of the preceding sentence shall not apply to any misstatement or omission in any Univision Report filed before the extent such statements have been modified or date of this Agreement which was superseded by later ProLogis SEC Documents a subsequent Univision Report filed and publicly available prior to before the date of this Agreement. As No Univision Subsidiary is required to file any report, form or other document with the SEC. (b) Each of the date hereof, neither ProLogis nor consolidated balance sheets included in or incorporated by reference into any ProLogis Subsidiary has any outstanding Univision Reports (including the related notes and unresolved comments from schedules) fairly presents the SEC with respect to the ProLogis SEC Documents. The consolidated financial position of Univision and the Univision Subsidiaries as of its date, and each of the consolidated statements of ProLogis income, retained earnings and cash flows included in or incorporated by reference into any Univision Reports (including any related notes and schedules) fairly presents the ProLogis SEC Documents complied results of operations, retained earnings or cash flows, as to form in all material respects with the applicable accounting requirements case may be, of Univision and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during Univision Subsidiaries for the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments which would not be material in amount or effect), recurring adjustmentsin each case in accordance with United States generally accepted accounting principles consistently applied during the periods involved, none except as may be noted therein. Neither Univision nor any Univision Subsidiary has any liabilities or obligations of which are materialany nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Univision or in the notes thereto, prepared in accordance with United States generally accepted accounting principles consistently applied, except for (1) liabilities and obligations that were reserved on or reflected in (including the notes to), the consolidated financial position balance sheet of ProLogis and the ProLogis Subsidiaries, taken as a whole, Univision as of their respective dates and December 31, 2001; (2) liabilities or obligations arising in the consolidated statements ordinary course of income and business since December 31, 2001; and (3) liabilities or obligations that would not, individually or in the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECaggregate, have a Univision Material Adverse Effect.

SEC Documents. ProLogis (a) Buyer has made available to Catellus Seller (by public filing with via the SEC or otherwise▇▇▇▇▇ system) a true and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement and definitive proxy statement other document filed by ProLogis or any ProLogis Subsidiary, Buyer with the SEC since January 1, 2002 its initial registration of the Buyer’s units (the “ProLogis Buyer SEC Documents”), which are all . Each of the documents required to have Buyer SEC Documents has been timely filed by any of them with the SEC since that date. As and, as of their respective dates, each of the ProLogis Buyer SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange ActAct or any other applicable Law, as the case may be, and in each case, to the rules and regulations of the SEC thereunder extent applicable to such ProLogis Buyer SEC Documents Documents, and none of the ProLogis Buyer SEC Documents contained contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer has timely filed each report, except statement, schedule, prospectus, and registration statement that Buyer was required to file with the extent such statements have been modified SEC since its inception. Buyer has made available (including via the ▇▇▇▇▇ system) to Seller all material correspondence between the SEC on the one hand, and Buyer or superseded by later ProLogis SEC Documents filed and publicly available prior to any of its subsidiaries, on the date of this Agreement. As other hand, since the initial registration of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any Buyer’s units. There are no material outstanding and or unresolved comments in comment letters from the SEC staff with respect to any of the ProLogis Buyer SEC Documents. None of the Buyer SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and neither the SEC nor any other Governmental Body is conducting any investigation or review of any Buyer SEC Document. (b) The consolidated financial statements of ProLogis Buyer included in the ProLogis Buyer SEC Documents complied complied, and in the case of financial statements filed following the Execution Date will comply, as to form in all material respects with the applicable accounting requirements and the published rules and regulations Regulation S-X of the SEC with respect theretoSEC, have been were prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presentedpresent, and in the case of financial statements filed following the Execution Date will fairly present, in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, Buyer as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries Buyer for the periods presented therein. (c) ▇▇▇▇▇ makes and keeps books, records and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. No other ProLogis Subsidiary is Buyer has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NYSE American LLC (“NYSE American”). Such disclosure controls and procedures are reasonably designed to ensure that all material information required to make any filing with be disclosed by Buyer in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder.

SEC Documents. ProLogis Since November 18, 2003, Parent has made available to Catellus (by public filing filed all required reports, schedules, forms, statements and other documents with the SEC or otherwise) a true (such documents, together with all exhibits and complete copy of each reportschedules thereto and documents incorporated by reference therein, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (collectively referred to herein as the “ProLogis Parent SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis Parent SEC Documents complied (or will comply, in the case of Parent SEC Documents filed during the Closing Period) in all material respects with the requirements of the Securities Act Act, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis the Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained (or will contain, in the case of Parent SEC Documents filed during the Closing Period) any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents, except to as of their respective dates, complied (or will comply, in the extent such statements have been modified or superseded by later ProLogis case of Parent SEC Documents filed and publicly available prior to during the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form Closing Period) in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared (or will be prepared, in the case of Parent SEC Documents filed during the Closing Period) in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10 Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or) and fairly present (or will fairly present, in the case of Parent SEC Documents filed during the unaudited statements, Closing Period) the financial position of Parent and its consolidated subsidiaries as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP dates thereof and the applicable rules results of its operations and regulations of cash flows for the SEC periods then ended (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are materialnormal year end audit adjustments and other adjustments described therein), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required Parent Material Adverse Change has occurred subsequent to make any filing November 9, 2004 and prior to the date of this Agreement that has not been either reflected in a Parent SEC Document filed with the SECSEC prior to the date of this Agreement or disclosed to Seller in writing, and no executive officer of Parent has actual knowledge of any event or circumstance not reflected in a Parent SEC Document that is reasonably likely to result in a Parent Material Adverse Change.

SEC Documents. ProLogis (i) Parent has made available to Catellus (by public filing with the SEC or otherwise) Company a true and complete copy of each form, report, statement, schedule, prospectus, proxies, registration statement and definitive proxy statement other documents filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1, 2002 its initial registration of the Parent Common Stock (the “ProLogis Parent SEC Documents”), which are all ) and prior to the date of this Agreement. Each of the documents required to have Parent SEC Documents has been timely filed by any of them with the SEC since that date. As and, as of their respective dates, each of the ProLogis Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act Act, or the Exchange ActAct or any other applicable law, as the case may be, and the rules and regulations of the SEC thereunder thereunder, in each case, to the extent applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has timely filed each report, except statement, schedule, prospectus, and registration statement that Parent was required to file with the SEC since its inception. Parent has made available (including via the ▇▇▇▇▇ system) to the extent such statements have been modified Company all material correspondence between the SEC on the one hand, and the Company or superseded by later ProLogis SEC Documents filed and publicly available prior to any of its Subsidiaries, on the date other hand, since the initial registration of this Agreementthe Parent Common Stock. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any there are no material outstanding and or unresolved comments in comment letters from the SEC staff with respect to any of the ProLogis Parent SEC Documents. To the knowledge of Parent, as of the date hereof, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (ii) The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with the applicable accounting requirements and the published rules and regulations Regulation S-X of the SEC with respect theretoSEC, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presentedpresent, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated Subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis its consolidated Subsidiaries for the periods presented therein. (iii) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case as required pursuant to Section 13(b)(2) under the Exchange Act. No other ProLogis Subsidiary is Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to make any filing with be disclosed by Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents. ProLogis Parent has made available to Catellus filed all required reports, schedules, forms, statements and other documents (by public filing with the SEC or otherwiseincluding exhibits and all other information incorporated therein) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1September 11, 2002 2000 (collectively, the “ProLogis "Parent SEC Documents”"), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis Parent SEC Documents complied 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 to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except . Except to the extent such statements have that information contained in any Parent SEC Document has been modified revised or superseded by a later ProLogis filed Parent SEC Document, none of the Parent SEC Documents filed and publicly available prior contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the date of this Agreement. As statements therein, in light of the date hereofcircumstances under which they were made, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documentsnot misleading. The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied comply as to form form, as of their respective dates of filing with the SEC, in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretoAccounting Rules, have been prepared in accordance with French GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, present in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), all material respects the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated subsidiaries as of their respective the dates thereof and the consolidated statements results of income their operations and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented thereinthen ended. No other ProLogis Subsidiary is required The notes to make any filing the financial statements of Parent included in the Parent SEC Documents reconciling to U.S. GAAP the consolidated net income and shareholders' equity of Parent comply in all material respects with the SECAccounting Rules applicable to such reconciliation.

SEC Documents. ProLogis (a) Parent has made available timely filed or otherwise furnished all reports, schedules, forms, statements and other documents required to Catellus (be filed or furnished, as applicable, by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, it with the SEC since January 1March 29, 2002 2008, and Parent shall have filed prior to the Closing Date all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the SEC from the Execution Date and prior to the Closing Date (as such reports, schedules, forms, statements and documents have been amended since the time of their filing, the “ProLogis Parent SEC Documents”). At the time they were filed (or if amended or superseded by a filing prior to the Execution Date or the Closing Date, which are all as applicable, then on the date of the documents required to have been filed by any of them with the SEC since that date. As of their respective datessuch filing), the ProLogis Parent SEC Documents complied (or shall comply, as the case may be) in all material respects with the requirements of the Securities Act or the United States Securities Exchange ActAct of 1934, as amended, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained (or shall contain, as the case may be) any untrue statement of a material fact or omitted (or shall omit, as the case may be) to state a 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 ProLogis SEC Documents filed . (b) The audited and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated unaudited financial statements (including all related notes and schedules) of ProLogis Parent included in the ProLogis Parent SEC Documents have complied (or shall comply, as to form the case may be) in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC in effect at the time of the filing with respect thereto, have been . Each of such financial statements were prepared in accordance with GAAP GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, oror schedules to such financial statements and subject, in the case of the unaudited statements, as permitted by Rule 10to the absence of notes and normal year-01 of Regulation S-X under end adjustments (which are not material in amount or significance in any individual case or in the Exchange Act) aggregate)), and fairly presentedpresent, in accordance with applicable requirements all material respects, the consolidated financial condition of GAAP Parent and its Subsidiaries as at the dates thereof and the applicable rules consolidated results of its operations and regulations of consolidated cash flows for the SEC periods then ended (subject, in the case of the unaudited financial statements, to normal, recurring adjustments, none the absence of notes and normal year-end adjustments (which are materialnot material in amount or significance in any individual case or in the aggregate)). As of the Execution Date, there are no outstanding comments from the consolidated financial position SEC with respect to any of ProLogis and the ProLogis Subsidiaries, taken as a whole, as Parent SEC Documents. (c) No executive officer of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required Parent has failed to make the certifications required of him or her under Sections 302 or 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act with respect to any filing with Parent SEC Document, and based on its most recently completed evaluation of its system of internal control over financial reporting prior to the SECExecution Date, to Parent’s Knowledge, there is no fraud that (i) involves executive officers or other employees of Parent who have a significant role in Parent’s internal control over financial reporting and (ii) has had, or would reasonably be expected to have, a material impact on the business of Parent.

SEC Documents. ProLogis (i) Parent has made available to Catellus the Company (by public filing including, for purposes of compliance with this representation, pursuant to the SEC or otherwiseSEC’s “▇▇▇▇▇” system) a true and complete copy of each report, statement, schedule, prospectus, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1, 2002 2004 and prior to the date of this Agreement (the “ProLogis Parent SEC Documents”), which are all of the documents (other than 27 preliminary material) that Parent was required to have been filed by any of them file with the SEC since that dateJanuary 1, 2004 and prior to the date of this Agreement. As of their respective dates, each of the ProLogis Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (ii) The financial statements of Parent included in the Parent SEC Documents, except to the extent such statements have been modified including all notes and schedules thereto, complied in all material respects, when filed or superseded by later ProLogis SEC Documents filed and publicly available if amended prior to the date of this Agreement. As , as of the date hereofof such amendment, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, present in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated Subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis its consolidated Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SEC.

SEC Documents. ProLogis The Parent has made available filed in a timely manner all forms, reports, schedules, statements and registration statements required to Catellus (be filed by public filing it with the SEC or otherwiseSecurities and Exchange Commission (the "Commission") a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 1995 (collectively, the “ProLogis "SEC Documents”Reports"), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis SEC Documents complied 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 thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained Reports did not contain any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified for any statement or superseded by omission in any SEC Report which was corrected in a later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC DocumentsReport. The consolidated financial statements of ProLogis the Parent included in the ProLogis SEC Documents complied Reports were prepared in accordance with generally accepted accounting principles applied on a consistent basis, present fairly in accordance with generally accepted accounting principles the consolidated financial position, results of operations and changes in financial position of the company and its consolidated subsidiaries as to form of the dates and for the periods indicated and conform in all material respects with to all applicable requirements under the applicable accounting requirements Securities Exchange Act of 1934 ("Exchange Act"). Except as reflected in the SEC Reports, the Parent as of the date of such SEC Reports has no material liabilities, obligations, or claims of any nature (whether absolute, accrued, contingent or otherwise and whether due or to become due), including, without limitation, any tax liabilities or under funded pension plans, and the published rules and regulations Parent does not have any knowledge of any basis for the existence of or the assertion against the Parent of any such liability, obligation or claim as of such date. The income of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except Parent as may be indicated reflected in the notes thereto, or, in the case SEC Reports consists solely of ordinary operating profits and none of such income consists of (i) income from a source other than operations of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations business of the SEC Parent and its Subsidiaries or (subject, in ii) a transaction outside the case ordinary course of business of the unaudited statements, to normal, recurring adjustments, none of which are materialParent (whether or not such transaction would otherwise be considered extraordinary under GAAP), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SEC.

SEC Documents. ProLogis (a) Parent has made available filed with or furnished to Catellus (by public filing with the SEC or otherwise) a true and complete copy of each reportall reports, scheduleschedules, forms, statements, registration statement statements, prospectuses and definitive proxy statement other documents (including exhibits and other information incorporated therein) required to be filed or furnished by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1, 2002 2016 (such documents, together with any other documents filed or furnished during such period by Parent to the SEC, the “ProLogis Parent SEC Documents”), which are all . No Parent Subsidiary is subject to the periodic reporting requirements of the documents Exchange Act or is otherwise required to have been filed by any of them make filings with the SEC since that date. SEC. (b) As of their its respective datesdate of filing with the SEC, or, if amended or supplemented by a filing prior to the ProLogis date of this Agreement, as of the date of the last such filing, each of the Parent SEC Documents complied in all material respects with the requirements of the Securities Act or Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may beapplicable, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents thereunder, and none of the ProLogis Parent SEC Documents when filed or furnished (or in the case of a registration statement under the Securities Act, at the time it was declared effective) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed . (c) Parent maintains “internal control over financial reporting” (as defined in Rules 13a-15(f) and publicly available prior to the date 15d-15(f) of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable requirements GAAP, and that receipts and expenditures of GAAP Parent are being made only in accordance with authorization of management and directors of Parent and that provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Parent’s assets that could have a material effect on the applicable Company’s financial statements. Parent maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and regulations forms. (d) Since January 1, 2017, Parent has not identified and has not been advised by Parent’s auditors of (i) significant deficiencies or material weaknesses (as defined by the SEC (subject, Public Company Accounting Oversight Board) in the case design or operation of the unaudited statementsinternal control over financial reporting, which reasonably could adversely affect Parent’s ability to normalrecord, recurring adjustmentsprocess, none summarize and report financial information or (ii) any fraud or allegation of which are fraud, whether or not material), the consolidated that involves management or other employees who have a role in Parent’s internal control over financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECreporting.

SEC Documents. ProLogis LVGI has timely filed all reports, schedules, forms, statements, and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated pursuant thereto (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference therein, being hereinafter referred to as the “SEC Documents”). LVGI has made available to Catellus (by public filing with the SEC or otherwise) a Shareholder true and complete copy copies of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis SEC Documents complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents Documents, and none of the ProLogis SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. LVGI has provided Shareholder with a copy of an SEC comment letter regarding various accounting and other issues relating to LVGI’s most recent 10KSB, except and Shareholder is aware that LVGI is in the process of responding to this comment letter and is likely as a result to amend its 10KSB in the extent such statements have been modified process. This comment letter and any modifications to LVGI’s 10KSB that result shall be excluded from any representation or superseded by later ProLogis SEC Documents filed and publicly available prior to warranty given under this section or elsewhere in this agreement. Since the date of this Agreement. As of the date hereofmost recent SEC Document, neither ProLogis nor any ProLogis Subsidiary there has any outstanding been no material adverse change and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included no material adverse development in the ProLogis SEC Documents complied as business, properties, operations, financial condition, results of operations, or prospects of LVGI or its subsidiaries. LVGI has not taken any steps, and does not currently expect to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statementstake any steps, to normal, recurring adjustments, none seek protection pursuant to any bankruptcy law nor does LVGI have any knowledge that its creditors or the creditors of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required its subsidiaries intend to make any filing with the SECinitiate involuntary bankruptcy proceedings.

SEC Documents. ProLogis (a) Parent has filed with the SEC all documents required to be so filed by it since January 1, 2006 pursuant to Sections 13(a), 14(a) and 15(d) of the Exchange Act, and has made available to Catellus Parent each registration statement, report, proxy statement or information statement (by public filing other than preliminary materials) it has so filed, each in the form (including exhibits and any amendments thereto) filed with the SEC or otherwise) a true and complete copy of each report(collectively, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC DocumentsParent Reports”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their its respective datesdate, the ProLogis SEC Documents complied 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 thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents each Parent Report (a) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretoSEC, have been and (b) was prepared in accordance with GAAP consistently applied on a consistent basis during the periods involved (involved, except as may be indicated noted in the Parent Financial Statements or as permitted by Form 10-Q or Form 8-K. Except as and to the extent set forth on the consolidated balance sheet of Parent and its Subsidiaries included in the Parent Reports filed before Closing, including all notes thereto, as of the date of such balance sheet, neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a balance sheet of Parent or in the notes theretothereto prepared in accordance with GAAP consistently applied, or, other than (i) in the case of the unaudited financial statements, as permitted by Rule 10normal year-01 of Regulation S-X under the Exchange Actend audit adjustments, and (ii) liabilities or obligations which have not caused and fairly presentedare not reasonably likely to cause, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, individually or in the case aggregate, a Parent Material Adverse Effect. (b) Neither Parent nor its independent auditors have identified any “material weaknesses” in Parent’s or its Subsidiaries’ internal controls as contemplated under Section 404 of the unaudited statements, to normal, recurring adjustments, none SOX. Parent has not entered into or modified any loans or arrangements with its officers and directors in violation of which are material), the consolidated financial position Section 402 of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECSOX.

SEC Documents. ProLogis Parent has timely filed all forms, reports and documents required to be filed with the SEC since December 31, 1994 and has made available to Catellus (by public filing the Company and Selling Shareholder, in the form filed with the SEC SEC, (i) its Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996, (ii) its Quarterly Reports on Form 10-QSB for the periods ended March 31, and June 30, 1997, (iii) all proxy statements relating to Parent's meetings of stockholders (whether annual or otherwisespecial) a true and complete copy of each reportheld since December 31, schedule1996, (iv) all other reports or registration statement and definitive proxy statement statements filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1December 31, 2002 1996, and (v) all amendments and supplements to all such reports and registration statements filed by Parent with the “ProLogis SEC Documents”)SEC. All such required forms, which are all reports and documents (including those enumerated in clauses (i) through (v) of the documents required preceding sentence) are referred to have been filed by any of them with herein as the "PARENT SEC since that date. REPORTS." As of their respective dates, the ProLogis Parent SEC Documents complied Reports (i) were prepared in all material respects accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Reports and none (ii) did not at the time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the ProLogis SEC Documents contained date of such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The audited consolidated financial statements and unaudited condensed consolidated interim financial statements of ProLogis Parent and its consolidated subsidiaries included in the ProLogis SEC Documents complied as to form such reports are correct in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretorespects, have been were prepared in accordance with GAAP applied on a basis consistent basis during throughout the periods involved (except indicated, and present fairly the consolidated financial position of Parent and its consolidated subsidiaries as may be indicated in of the notes theretodates thereof and the consolidated results of their operations and cash flows for the periods then ended, or, subject in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited condensed consolidated financial statements, to normal, recurring normal year-end adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECwill not be material in amount or significance.

SEC Documents. ProLogis (a) SPAC has made available to Catellus Seller (by public filing with via the SEC or otherwise▇▇▇▇▇ system) a true and complete copy of each form, report, statement, schedule, prospectus, proxy, registration statement and definitive proxy statement other document filed by ProLogis or any ProLogis Subsidiary, SPAC with the SEC since January 1, 2002 its initial registration of the SPAC’s units (the “ProLogis SPAC SEC Documents”), which are all . Each of the documents required to have SPAC SEC Documents has been timely filed by any of them with the SEC since that date. As and, as of their respective dates, each of the ProLogis SPAC SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or the Exchange ActAct or any other applicable Law, as the case may be, and in each case, to the rules and regulations of the SEC thereunder extent applicable to such ProLogis SPAC SEC Documents Documents, and none of the ProLogis SPAC SEC Documents contained contained, when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. SPAC has timely filed each report, except statement, schedule, prospectus, and registration statement that SPAC was required to file with the extent such statements have been modified SEC since its inception. SPAC has made available (including via the ▇▇▇▇▇ system) to Seller all material correspondence between the SEC on the one hand, and SPAC or superseded by later ProLogis SEC Documents filed and publicly available prior to any of its subsidiaries, on the date of this Agreement. As other hand, since the initial registration of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any SPAC’s units. There are no material outstanding and or unresolved comments in comment letters from the SEC staff with respect to any of the ProLogis SPAC SEC Documents. None of the SPAC SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and neither the SEC nor any other Governmental Body is conducting any investigation or review of any SPAC SEC Document. (b) The consolidated financial statements of ProLogis SPAC included in the ProLogis SPAC SEC Documents complied complied, and in the case of financial statements filed following the Execution Date will comply, as to form in all material respects with the applicable accounting requirements and the published rules and regulations Regulation S-X of the SEC with respect theretoSEC, have been were prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presentedpresent, and in the case of financial statements filed following the Execution Date will fairly present, in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, SPAC as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries SPAC for the periods presented therein. (c) SPAC makes and keeps books, records and accounts and has devised and maintains a system of internal controls, in each case, as required pursuant to Section 13(b)(2) under the Exchange Act. No other ProLogis Subsidiary is SPAC has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the NYSE American LLC (“NYSE American”). Such disclosure controls and procedures are reasonably designed to ensure that all material information required to make any filing with be disclosed by SPAC in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder.

SEC Documents. ProLogis (a) Parent has made available filed all forms, reports and documents required to Catellus (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by ProLogis or any ProLogis Subsidiary, it with the SEC since January October 1, 2002 1995 (collectively, the “ProLogis SEC Documents”"Parent Reports"), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis Parent Reports and any such reports, forms and other documents filed by Parent with the SEC Documents complied after the date of this Agreement (i) complied, or will comply, in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained (ii) did not, or will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except . The representation in the preceding sentence does not apply to any misstatement or omission in any Parent Report filed prior to the extent such statements have been modified or date of this Agreement which was superseded by later ProLogis SEC Documents a subsequent Parent Report filed and publicly available prior to the date of this Agreement. As No Subsidiary of Parent is required to file any report, form or other document with the SEC. (b) Each of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in or incorporated by reference into the ProLogis SEC Documents complied as to form Parent Reports (including the related notes and schedules) presents fairly, in all material respects with respects, the applicable accounting requirements consolidated financial position of Parent and its Subsidiaries as of its date or, if applicable, the published rules results of operations, retained earnings or cash flows, as the case may be, of Parent and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during its Subsidiaries for the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC set forth therein (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for in each case in accordance with generally accepted accounting principles consistently applied during the periods presented involved, except as may be noted therein. No other ProLogis Subsidiary is required to make any filing with the SEC.

SEC Documents. ProLogis (1) Parent has made available timely filed with or furnished to Catellus (as applicable) all reports, schedules, forms, statements and other documents required to be filed or furnished (as applicable) by public filing Parent with the SEC pursuant to the Exchange Act and the Securities Act on or otherwise) a true and complete copy prior to the date of each reportthis Agreement (collectively, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis Parent SEC Documents”). True, which correct, and complete copies of all the Parent SEC Documents are all of the documents required to have been filed by any of them with the SEC since that datepublicly available on Electronic Data Gathering Analysis and Retrieval. As of their respective datesdates or, if amended prior to the date of this Agreement, as of the date of the last such amendment, the ProLogis Parent SEC Documents complied (i) were prepared in all material respects in accordance with the requirements of the Securities Exchange Act or the Exchange Securities Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents and none (ii) did not, at the time they were filed, or, if amended prior to the date of this Agreement, as of the ProLogis SEC Documents contained date of such amendment, contain any untrue statement of a material fact or omitted omit 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 . None of the extent such statements have been modified or superseded by later ProLogis Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents. (2) The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if amended, as of the date of the last such amendment filed and publicly available prior to the date of this Agreement. As of ) (the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the “Parent SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form Financial Statements”) comply in all material respects as to form with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. The Parent SEC Financial Statements fairly present, have been prepared in accordance all material respects, the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements), all in conformity with GAAP (except as permitted by Regulation S-X or, with respect to pro forma information, subject to the qualifications stated therein) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto, or, ). (3) Except for matters reflected or reserved against in the case unaudited balance sheet of Parent dated as of March 31, 2020 contained in the Parent SEC Documents filed prior to the date hereof (including in the notes thereto) (the “Parent Balance Sheet”), neither Parent nor any of its Subsidiaries has any material obligations or liabilities of a nature that would have been required to be disclosed on the face of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, Parent Balance Sheet in accordance with applicable requirements of GAAP GAAP, except for obligations and liabilities that: (i) were incurred since the applicable rules and regulations date of the SEC (subject, Parent Balance Sheet in the case Ordinary Course of the unaudited statements, to normal, recurring adjustments, none of which Business consistent with past practice; (ii) are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing incurred in connection with the SECtransactions contemplated by this Agreement; or (iii) would not reasonably be expected to materially impair the ability of Parent or the Purchaser to consummate the transactions contemplated hereunder.

SEC Documents. ProLogis (i) Parent has made available to Catellus (by public filing with the SEC or otherwise) Company a true true, correct and complete copy of each form, report, statement, schedule, prospectus, proxies, registration statement and definitive proxy statement other documents filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1, 2002 its initial registration of the Parent Ordinary Shares (the “ProLogis Parent SEC Documents”), which are all ) and prior to the date of this Agreement. Each of the documents required to have Parent SEC Documents has been timely filed by any of them with the SEC since that date. As and, as of their respective dates, each of the ProLogis Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange ActAct or any other applicable Law, as the case may be, and the rules and regulations of the SEC thereunder thereunder, in each case, to the extent applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained contained, when filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent has timely filed each report, except statement, schedule, prospectus, and registration statement that Parent was required to file with the SEC since its inception. Parent has made available (including via the ▇▇▇▇▇ system) to the extent such statements have been modified Company all material correspondence between the SEC, on the one hand, and the Company or superseded by later ProLogis SEC Documents filed and publicly available prior to any of its Subsidiaries, on the date other hand, since the initial registration of this Agreementthe Parent Ordinary Shares. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any there are no material outstanding and or unresolved comments in comment letters from the SEC staff with respect to any of the ProLogis Parent SEC Documents. As of the date hereof, (A) none of the Parent SEC Documents is the subject of ongoing SEC review or outstanding SEC comment and (B) to the Knowledge of Parent, neither the SEC nor any other Governmental Entity is conducting any investigation or review of any Parent SEC Document. (ii) The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents complied complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with the applicable accounting requirements and the published rules and regulations Regulation S-X of the SEC with respect theretoSEC, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presentedpresent, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, normal and recurring year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated Subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis its consolidated Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is . (iii) There are no liabilities of the Parent of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, that would be required to make any filing be presented on the face of (or in the notes thereto) an audited balance sheet prepared in accordance with GAAP, as applicable, other than: (i) liabilities adequately provided for on the unaudited consolidated balance sheet of Parent for the quarter ended June 30, 2017, (including the notes thereto); (ii) liabilities incurred in the ordinary course of business subsequent to June 30, 2017; (iii) liabilities for fees and expenses incurred in connection with the transactions contemplated by this Agreement; and (iv) liabilities which would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on the financial position of Parent and its Subsidiaries, taken as a whole. (iv) Parent makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case as required pursuant to Section 13(b)(2) under the Exchange Act. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents. ProLogis Parent has made available timely filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to Catellus (be filed or furnished by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1Parent’s registration under the Exchange Act or the Securities Act to the date of this Agreement, 2002 together with any amendments, restatements or supplements thereto (collectively, the “ProLogis Parent SEC Documents”)) and such Parent SEC Documents are true and correct in all material respects. As of its filing date, which are all of each Parent SEC Document complied, and the forms, reports, schedules, statements and other documents required to have been be filed by any subsequent to the date of them with this Agreement through the SEC since that date. As of their respective datesClosing Date (collectively, the ProLogis “Additional Parent SEC Documents complied Documents”) will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002. Assuming all applicable information relating to the Company and the Company Subsidiaries, the Key Equityholders or their Affiliates is provided to Parent in a timely manner, all Additional Parent SEC Documents will be timely filed. All Parent SEC Documents, Additional Parent SEC Documents, any material correspondence from or to the SEC or Nasdaq relating to the registration or listing of the Parent Common Stock and all certifications and statements required by (x) Rule 13a-14 or 15d-14 under the Exchange Act, as or (y) 18 U.S.C. §1350 (Section 906) of the case may be▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to any of the foregoing (collectively, the “Certifications”) have been delivered to the Company in the form filed with the SEC or are available on ▇▇▇▇▇. The Parent SEC Documents at the time filed did not contain, and the rules and regulations Additional Parent SEC Documents will not contain, as of the SEC thereunder applicable to date of such ProLogis SEC Documents and none of the ProLogis SEC Documents contained filing, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, made therein not misleading in light of the circumstances under which they were made, . Parent has not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has confidential material change report with any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC DocumentsGovernmental Authorities that remains confidential. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements Certifications are each true and the published rules correct. Parent maintains disclosure controls and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted procedures required by Rule 10-01 of Regulation S-X 13a-15(e) or 15d-15(e) under the Exchange Act. To the Knowledge of Parent, each director and executive officer of Parent has filed with the SEC on a timely basis all statements required with respect to Parent by Section 16(a) and fairly presented, in accordance with applicable requirements of GAAP the Exchange Act and the applicable rules and regulations of thereunder. As used in this Section 3.9, the SEC (subjectterm “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. No representation or warranty is being given hereunder with respect to any information relating to the Company, the Company Subsidiaries, the Key Equityholders or their Affiliates contained in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECAdditional Parent SEC Documents.

SEC Documents. ProLogis Financial Statements. Parent has made available to Catellus (the Company each document filed by public filing it since December 31, 1998 with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis SEC Documents complied in all material respects with the requirements of under the Securities Act or the Exchange Act, as including without limitation, (i) Parent's Annual Report on Form 10-K for the case may beyear ended December 31, 1998, (ii) Parent's Quarterly Report on Form 10-Q for the period ended June 30, 1999, and (iii) Parent's definitive proxy statement for its 1999 Annual Meeting of Shareholders held May 18, 1999, each in the rules form (including exhibits and regulations any amendments) filed with the SEC (collectively, the "Parent SEC Documents"). As of their respective dates, each of the SEC thereunder applicable to such ProLogis Parent SEC Documents did not, and none each of the ProLogis Parent SEC Documents contained filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except provided, that Parent makes no representation with respect to information supplied by the extent such statements have been modified or superseded by later ProLogis Company for use in Parent SEC Documents filed and publicly available prior to the date of this Agreement. As of after the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding . Each of the consolidated balance sheets included in or incorporated by reference into the Parent SEC Documents (including their related notes and unresolved comments from schedules) fairly presents the SEC with respect to the ProLogis SEC Documents. The consolidated financial condition of Parent and its consolidated Subsidiaries as of its date and each of the consolidated statements of ProLogis income, shareholders' equity and cash flows included in or incorporated by reference into the ProLogis Parent SEC Documents complied (including any related notes and schedules) fairly presents the results of operations, shareholders' equity and cash flows, as to form in all material respects with the applicable accounting requirements case may be, of Parent and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during its consolidated Subsidiaries for the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC set forth therein (subject, in the case of unaudited statements to normal year-end adjustments and any other adjustments described therein which individually or in the unaudited statements, to normal, recurring adjustments, none of which are materialaggregate will not be material in amount or effect), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for in each case in accordance with generally accepted accounting principals consistently applied during the periods presented involved, except as may be noted therein. No other ProLogis Subsidiary is required to make any filing with the SEC.

SEC Documents. ProLogis (i) Each of Cabot and Cabot LP has made available to Catellus (by public filing with the SEC or otherwise) CalWest a true and complete copy of each report, schedule, registration statement, other statement (including proxy statements) and definitive proxy statement information filed by ProLogis or any ProLogis Subsidiary, Cabot and Cabot LP with the SEC since January 1, 2002 its inception and prior to or on the Closing Date (the “ProLogis "Cabot SEC Documents”"), which are all of the documents --------------------- (other than preliminary material) that each of Cabot and Cabot LP was required to have been filed by any of them file with the SEC since that datebetween its inception and the Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. Section 4.1(e)(i) of the Cabot Disclosure Letter accurately lists each Cabot SEC Document filed prior to the date of this Agreement. As of their respective dates, the ProLogis Cabot SEC Documents complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the ---------------- Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Cabot SEC Documents and none of the ProLogis Cabot SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis Cabot SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis Neither Cabot nor any ProLogis Subsidiary Cabot LP has any outstanding and unresolved comments from the SEC with respect to any of the ProLogis Cabot SEC Documents. None of the Cabot SEC Documents is the subject of any confidential treatment request by Cabot or Cabot LP. The consolidated financial statements of ProLogis Cabot and Cabot LP (including the notes thereto) included in the ProLogis Cabot SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles ("GAAP") applied on a ---- consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the assets, liabilities and the consolidated financial position of ProLogis Cabot and the ProLogis Cabot Subsidiaries, taken as a whole, and Cabot LP as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis Cabot and the ProLogis Cabot Subsidiaries taken as a whole, and Cabot LP for the periods presented therein. No The books of account and other ProLogis financial records of Cabot and the Cabot Subsidiaries are accurately reflected in all material respects in the financial statements included in the Cabot SEC Documents. Other than Cabot and Cabot LP, no Cabot Subsidiary is required to make any filing with the SEC. (ii) The GP Units, LP Units and the Preferred Units are not registered under Section 12 of the Exchange Act. (iii) Section 4.1(e)(iii) of the Cabot Disclosure Letter sets forth a true and complete copy of the unaudited consolidated balance sheet of Cabot as at September 30, 2001 (the "Balance Sheet") and the unaudited consolidated --------------- statements of income for the nine months ended September 30, 2001 and September 30, 2000 (together with the Balance Sheet, the "Interim Financial Information"). The Interim Financial ------------------------------- Information was prepared in accordance with GAAP (except for the absence of footnotes) applied on a basis consistent with the consolidated financial statements included in the Cabot SEC Documents and fairly presents (subject to normal recurring adjustments, none of which are material), the assets, liabilities, consolidated financial position and consolidated statements of income of Cabot and the Cabot Subsidiaries taken as a whole as at and for the periods indicated. The books of account and other financial records of Cabot and the Cabot Subsidiaries are accurately reflected in all material respects in the Interim Financial Information. A true, complete and correct copy of the Interim Financial Information is included in Cabot's press release issued to the media and public October 24, 2001. The Interim Financial Information has been reviewed by Cabot's independent public accountants in accordance with the American Institute of Certified Public Accountants' Statement on Auditing Standards No. 71. (iv) The Quarterly Report on Form 10-Q for the quarter ended September 30, 2001 will include without change the Interim Financial Information; provided that the financial -------- statements included in such Form 10-Q may include line items that have been combined in the Interim Financial Information.

SEC Documents. ProLogis Parent is subject to the requirements of Section 12 or 15(d) of the Exchange Act and, except as set forth in Section 3.6 of the Parent Disclosure Schedule, has timely filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated by reference) required to be filed by it with the SEC, including all reports required to be filed pursuant to Section 13, 14 or 15(d) of the Exchange Act since Parent became subject to the reporting requirements thereof. Parent has made available to Catellus (by public filing the Company or the Company may obtain from the ▇▇▇▇▇ database of the SEC, all such registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC or otherwiseSEC. All such required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including those that Parent may file subsequent to the date hereof until the Effective Time) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (are referred to herein as the “ProLogis Parent SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. Reports.” As of their respective dates, the ProLogis Parent SEC Documents Reports (i) were or, if filed subsequent to the date hereof, will be, prepared in accordance and complied in all material respects with the requirements of the Securities Act Act, or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Reports, and none (ii) did not or, if filed subsequent to the date hereof, will not, at the time they were or will be filed (or if amended or superseded by a filing prior to the Signing Date then on the date of the ProLogis SEC Documents contained such filing) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have corrected by a subsequently filed Parent SEC Report that has been modified or superseded by later ProLogis filed with the SEC Documents filed and publicly available prior to the date Signing Date or the Closing, as applicable. Except for MedQuist Inc., none of this AgreementParent’s subsidiaries is required to file any forms, reports or other documents with the SEC. As The Parent Common Stock is registered under Section 12(b) of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC DocumentsExchange Act. The consolidated financial statements Shares of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved Parent Common Stock are (except as may be indicated in the notes thereto, or, or in the case of the unaudited statementsshares of Parent Common Stock that constitute Equity Consideration, will be as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are materialClosing), eligible to be traded on the consolidated financial position Global Market of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECNASDAQ.

SEC Documents. ProLogis (i) Parent has made available to Catellus (by public filing with the SEC or otherwise) Company a true and complete copy of each report, schedule, registration statement and statement, definitive proxy statement and exhibit to the foregoing documents filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1December 31, 2002 2001 (the “ProLogis "Parent SEC Documents”"), which are all of the documents (other than preliminary material) that Parent was required to have been filed by any of them file with the SEC since that dateDecember 31, 2001. As of their respective dates, the ProLogis Parent SEC Documents complied 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 thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As None of the date hereofSubsidiaries of Parent is required to file any forms, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from reports or other documents with the SEC with respect pursuant to Section 13(a) or 15(d) of the ProLogis SEC DocumentsExchange Act. The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents were prepared from the books and records of Parent and its Subsidiaries, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, present in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated Subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis its consolidated Subsidiaries for the periods presented therein. No other ProLogis Subsidiary Except as disclosed in the Parent SEC Documents, there are no agreements, arrangements or understandings between Parent and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 2001 an Affiliate of Parent that are required to make be disclosed in the Parent SEC Documents. (ii) Parent has not received written notice from the SEC or any filing other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, Parent's independent public accounting firm has not informed Parent that it has any material questions, challenges or disagreements regarding or pertaining to Parent's accounting policies or practices. Since December 31, 2001, to the knowledge of Parent, no officer or director of Parent has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with Parent or any Subsidiary of Parent. Set forth on Schedule 3.2(d) of the SECParent Disclosure Schedule is a list of all off-balance sheet special purpose entities and financing arrangements of Parent and Subsidiaries of Company. (iii) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Parent SEC Documents, the chief executive officer and chief financial officer of Parent have made all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC and the NYSE, and the statements contained in any such certifications are complete and correct.

SEC Documents. ProLogis has made available to Catellus (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, or, if amended, as of the ProLogis SEC Documents date of the last such amendment, each registration statement, report, proxy statement or information statement (as defined in Regulation 14C under the Exchange Act) of Parent prepared by Parent since January 1, 1996, in the form (including exhibits and any amendments thereto) filed with the SEC, (collectively, the "Parent Reports") (i) complied as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents Parent Reports and none of (ii) at the ProLogis SEC Documents contained time they were filed did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As Each of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding consolidated balance sheets included in or incorporated by reference into the Parent Reports (including the related notes and unresolved comments from schedules) fairly presents the SEC with respect to the ProLogis SEC Documents. The consolidated financial position of Parent and its Subsidiaries as of its date, and each of the consolidated statements of ProLogis operations, stockholders' equity and cash flows included in or incorporated by reference into the ProLogis SEC Documents complied Parent Reports (including any related notes and schedules) fairly presents the financial position, results of operations and cash flows, as to form in all material respects with the applicable accounting requirements case may be, of Parent and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during its Subsidiaries for the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC set forth therein (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of normal year-end audit adjustments which are materialnot reasonably likely to be material in amount or effect, and the absence of footnotes), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for in each case in accordance with GAAP consistently applied during the periods presented involved, except as may be noted therein. No other ProLogis Subsidiary is required Neither Parent nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) except (a) as set forth in the Parent Reports, (b) liabilities or obligations reflected on, or reserved against in, a consolidated balance sheet of Parent or in the notes thereto, prepared in accordance with GAAP consistently applied and included in the Parent Reports, (c) liabilities or obligations incurred in the ordinary course of business which are not reasonably likely to make any filing with the SEChave a Parent Material Adverse Effect and (d) arising under executory contracts not currently in default.

SEC Documents. ProLogis (a) Parent has made timely filed with, or furnished to (on a publicly available to Catellus (by public filing with basis), the SEC or otherwise) a true all forms, documents, statements, schedules and complete copy of each report, schedule, registration statement and definitive proxy statement reports required to be filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1, 2002 2023 (the “ProLogis SEC Documents”)forms, which are all of the documents required to have been documents, statements, schedules and reports filed by any of them with the SEC since that dateJanuary 1, 2023, including any amendments thereto, the “Parent SEC Documents”) in all material respects. As of their respective datesdates (or, if amended or superseded prior to the date of this Agreement, the ProLogis date of the last such filing, or, in the case of registration statements, as of the effectiveness of), (i) the Parent SEC Documents (other than preliminary materials) complied 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 thereunder applicable to such ProLogis SEC Documents and (ii) none of the ProLogis Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To Parent’s Knowledge, except to the extent such statements Parent does not have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and or unresolved comments from the SEC with respect to the ProLogis Parent SEC Documents, none of the Parent SEC Documents is the subject of ongoing SEC review, and no Parent Subsidiary is separately required to file any form or report with the SEC pursuant to the Exchange Act. (b) (i) To Parent’s Knowledge, there have been no significant deficiencies or material weakness in Parent’s internal control over financial reporting (whether or not remediated) that has materially affected, or is reasonably likely to materially affect, Parent’s internal control over financial reporting, and there has not been any change in its internal control over financial reporting that has occurred that would reasonably be expected to materially adversely affect Parent’s internal control over financial reporting, (ii) Parent has designed and maintained, and at all times since January 1, 2023, has maintained, disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information relating to Parent and required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure, (iii) Parent’s management has completed an assessment of the effectiveness of Parent’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q, or any amendment thereto, Parent’s conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation, and (iv) Parent does not have any Knowledge of any fraud, whether or not material, that involves management who have a significant role in ▇▇▇▇▇▇’s recording, processing, summarizing and reporting financial information and internal control over financial reporting. Since January 1, 2023, any material change in internal control over financial reporting required to be disclosed in any Parent SEC Document has been so disclosed. (c) Since January 1, 2023, (A) none of Parent’s or any of the Parent Subsidiaries has received in writing any material or, to Parent’s Knowledge, oral complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of the Parent Subsidiaries or their respective internal accounting controls relating to periods after January 1, 2023, including any complaint, allegation, assertion or claim that Parent or any of the Parent Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (B) to Parent’s Knowledge, no attorney representing Parent or any of the Parent Subsidiaries has reported to the Parent Board or any committee thereof evidence of a material violation of securities Laws or breach of fiduciary duty relating to periods after January 1, 2023, by Parent, any of the Parent Subsidiaries or any of their respective officers, directors, employees or agents. Neither Parent nor its principal executive officer or principal financial officer has received written notice from any Governmental Authority challenging or questioning Parent’s accounting practices, methodologies or methods or the accuracy, completeness, form or manner of filing of any certifications required by Rules 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the SOX Act. (d) Parent has made available to Holdco true, complete and correct copies of all material written correspondence between the SEC, on one hand, and Parent, on the other hand, since January 1, 2023. At all applicable times since January 1, 2023, Parent has complied in all material respects with the applicable provisions of the SOX Act and the rules and regulations thereunder, as amended from time to time. The principal executive officer and principal financial officer of Parent have made all certifications required by the SOX Act and the regulations of the SEC promulgated thereunder and the statements contained in all such certifications were, as of their respective dates made, true, complete and correct in all material respects. Since the end of Parent’s most recent audited fiscal year, there have been no significant deficiencies or material weakness in Parent’s internal control over financial reporting (whether or not remediated) and no change in Parent’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Parent’s internal control over financial reporting. (e) The consolidated financial statements, consolidated balance sheets, consolidated statements of ProLogis included operations, consolidated statements of comprehensive loss, consolidated statements of shareholders’ equity (deficit), and consolidated statements of cash flows of Parent and the Parent Subsidiaries included, or incorporated by reference, in the ProLogis Parent SEC Documents Documents, including the related notes and schedules, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presentedpresent, in all material respects, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis Parent and the ProLogis Parent Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income loss and the consolidated cash flows of ProLogis Parent and the ProLogis Parent Subsidiaries for the periods presented therein. No other ProLogis therein (subject, in the case of unaudited statements, to the absence of footnote disclosure and to normal and recurring year-end audit adjustments not material in amount), in each case, except to the extent such financial statements have been modified or superseded by later Parent SEC Documents filed and publicly available prior to the date of this Agreement. (f) Neither Parent nor any Parent Subsidiary is required a party to, or has any commitment to make become a party to, any filing with joint venture, off-balance sheet partnership or any similar contract or arrangement, including any contract relating to any transaction or relationship between or among Parent and any Parent Subsidiary, on the one hand, and any unconsolidated Affiliate of Parent or any Parent Subsidiary, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any Parent Subsidiary in Parent’s or such Parent Subsidiary’s audited financial statements or other Parent SEC Documents.

SEC Documents. ProLogis (a) HBC has made available to Catellus (by public filing with the SEC or otherwise) a true filed all forms, reports and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all of the documents required to have been be filed by any of them it with the SEC Securities and Exchange Commission ("SEC") since that dateDecember 31, 1999 (collectively, the "HBC Reports"). As of their respective dates, the ProLogis HBC Reports and any such reports, forms and other documents filed by HBC with the SEC Documents complied after the date of this Agreement (1) complied, or will comply, as to form in all material respects with the applicable requirements of the Securities Act or Act, the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained and (2) did not, or will not, contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except . The representation in clause (2) of the preceding sentence shall not apply to any misstatement or omission in any HBC Report filed before the extent such statements have been modified or date of this Agreement which was superseded by later ProLogis SEC Documents a subsequent HBC Report filed and publicly available prior to before the date of this Agreement. As No HBC Subsidiary is required to file any report, form or other document with the SEC. (b) Each of the date hereof, neither ProLogis nor consolidated balance sheets of HBC included in or incorporated by reference into any ProLogis Subsidiary has any outstanding HBC Reports (including the related notes and unresolved comments from schedules) fairly presents the SEC with respect to the ProLogis SEC Documents. The consolidated financial position of HBC and the HBC Subsidiaries as of its date, and each of the consolidated statements of ProLogis income, retained earnings and cash flows of HBC included in or incorporated by reference into any HBC Reports (including any related notes and schedules) fairly presents the ProLogis SEC Documents complied results of operations, retained earnings or cash flows, as to form in all material respects with the applicable accounting requirements case may be, of HBC and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during HBC Subsidiaries for the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC set forth therein (subject, in the case of the unaudited statements, to normalnormal year-end audit adjustments which would not be material in amount or effect), recurring adjustmentsin each case in accordance with United States generally accepted accounting principles consistently applied during the periods involved, none except as may be noted therein. Neither HBC nor any HBC Subsidiary has any liabilities or obligations of which are materialany nature (whether accrued, absolute, contingent or otherwise) that would be required to be reflected on, or reserved against in, a consolidated balance sheet of HBC or in the notes thereto, prepared in accordance with United States generally accepted accounting principles consistently applied, except for (1) liabilities or obligations that were so reserved on, or reflected in (including the notes to), the consolidated financial position balance sheet of ProLogis and the ProLogis Subsidiaries, taken as a whole, HBC as of their respective dates and December 31, 2001; (2) liabilities or obligations arising in the consolidated statements ordinary course of income and business since December 31, 2001; and (3) liabilities or obligations that would not, individually or in the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECaggregate, have an HBC Material Adverse Effect.

SEC Documents. ProLogis The Company has made available filed all reports, schedules, forms, statements and other documents required to Catellus (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement be filed by ProLogis or any ProLogis Subsidiarythe Company under the Securities Exchange Act of 1934, with the SEC since January 1, 2002 as amended (the “ProLogis SEC DocumentsExchange Act”), which are all including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “Continuous Disclosure Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such Continuous Disclosure Reports prior to the documents required to have been filed by expiration of any of them with the SEC since that datesuch extension. As of their respective datesdates (or if amended or superseded by a filing prior to the date that is five (5) Business Days prior to the date of this Agreement, then on the date of such filing), the ProLogis SEC Documents Continuous Disclosure Reports complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as the case may beapplicable, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents Continuous Disclosure Reports, when filed (or if amended or superseded by a filing prior to the date that is five (5) Business Days prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except to . The financial statements of the extent such statements have been modified Company included in the Continuous Disclosure Reports complied in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or if amended or superseded by later ProLogis SEC Documents filed and publicly available a filing prior to the date that is five (5) Business Days prior to the date of this Agreement. As of , then on the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documentsof such filing). The consolidated Such financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (GAAP, except as may be indicated otherwise specified in such financial statements or the notes theretothereto and except that unaudited financial statements may not contain all footnotes required by GAAP, or, and fairly present in all material respects the case financial position of the unaudited statements, Company and its consolidated Subsidiaries as permitted by Rule 10-01 of Regulation S-X under and for the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP dates thereof and the applicable rules results of operations and regulations of cash flows for the SEC (periods then ended, subject, in the case of the unaudited statements, to normal, recurring immaterial, year-end audit adjustments, none of . All agreements to which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Company or any Subsidiary is a party or to which the property or assets of the Company or any Subsidiary are subject are included as part of or identified in the Continuous Disclosure Reports, to the extent such agreements are required to make any filing with be included or identified pursuant to the rules and regulations of the SEC.

SEC Documents. ProLogis Parent has timely filed with the SEC and made available to Company each statement, report, registration statement (with the prospectus in the form filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act")), definitive proxy statement, and other filings required to be filed with the SEC by Parent since August 9, 2000, and prior to the Effective Time, Parent will have furnished Company with true and complete copies of any additional documents filed with the SEC by Parent after the date hereof and prior to the Effective Time (collectively, the "SEC Documents"). In addition, Parent has made available to Catellus (by public filing with Company all exhibits to Parent SEC Documents filed prior to the date hereof, and will promptly make available to Company all exhibits to any additional Parent SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement Documents filed by ProLogis or any ProLogis Subsidiary, with prior to the SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that dateEffective Time. As of their respective filing dates, the ProLogis Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As of the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis Parent, including the notes and schedules thereto, included in the ProLogis Parent SEC Documents (the "Parent Financial Statements") were complete and correct in all material respects as of their respective dates, complied as to form in all material respects with the applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and have been prepared in accordance with U.S. GAAP applied on a basis consistent basis during throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statementsstatements included in Quarterly Reports on Form 10-Q, as permitted by Rule Form 10-01 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations Q of the SEC SEC). The Parent Financial Statements fairly present the consolidated financial condition and operating results of Parent at the dates and during the periods indicated therein (subject, in the case of the unaudited statements, to normal, recurring adjustmentsyear-end adjustments which were not and are not expected to be, none individually or in the aggregate, material in amount). As of the date of the most recent Parent balance sheet (the "Parent Balance Sheet") included in the Parent Financial Statements included in the Parent SEC Documents filed prior to the date hereof (the "Parent Balance Sheet Date") and as of the date hereof, Parent had no liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) not reflected on the Parent Balance Sheet or the accompanying notes thereto, except for (i) Liabilities incurred in the ordinary course of business since the Parent Balance Sheet Date through the date hereof which are material)usual and normal in amount and (ii) Liabilities set forth or reserved against on the Parent Balance Sheet, or which would not be required under GAAP to be set forth or reserved against on the consolidated financial position Parent Balance Sheet or a balance sheet of ProLogis and the ProLogis Subsidiaries, taken as a whole, Parent as of their respective dates the date hereof, (iii) Third Party Expenses, (iv) Liabilities set forth in Parent's Disclosure Schedules hereto, and (v) Liabilities which individually or in the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECaggregate that would not have a Parent Material Adverse Effect.

SEC Documents. ProLogis (a) Parent has made available timely filed or furnished all registration statements, prospectuses, forms, reports, schedules, statements and other documents (including exhibits and other information incorporated therein) required to Catellus (be filed or furnished by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, it with the SEC since January 1, 2002 2016 (the “ProLogis Parent SEC DocumentsReports”), which are . The Parent SEC Reports (after giving effect to all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis SEC Documents complied amendments thereto) were prepared in all material respects in accordance with the requirements of the Securities Act or the Exchange Act, as the case may be, and the all applicable rules and regulations thereunder. As of the SEC thereunder applicable to such ProLogis SEC Documents and their respective filing dates, none of the ProLogis Parent SEC Documents Reports contained on their filing dates any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded corrected by later ProLogis a subsequently filed Parent SEC Documents filed and publicly available prior to the date of this AgreementReport. As of the date hereof, neither ProLogis nor Parent is eligible to file a Form S-3 Registration Statement. (b) Except as set forth in any ProLogis Subsidiary has any outstanding and unresolved comments from Parent SEC Report, the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis Parent, including the notes thereto, included in the ProLogis Parent SEC Documents Reports (the “Parent Financial Statements”) complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect theretothereto as of their respective dates, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, except in the case of pro forma statements, or, in the case of the unaudited financial statements, except as permitted by Rule under Form 10-01 of Regulation S-X Q under the Exchange Act) and fairly presented, presented in accordance with applicable requirements all material respects the consolidated financial position of GAAP Parent and its consolidated subsidiaries as of the respective dates thereof and the applicable rules consolidated results of Parent’s operations and regulations of cash flows for the SEC periods indicated (subjectsubject to, in the case of the unaudited statements, normal and recurring year-end audit adjustments). Since December 31, 2016, there has been no material change in Parent’s accounting policies except as described in the notes to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SECParent Financial Statements.

SEC Documents. ProLogis (a) Parent has made available to Catellus the Company (by public filing with the SEC or otherwise) a true and complete copy of each report, schedule, registration statement, other statement (including proxy statements) and definitive proxy statement information filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1, 2002 2005 and prior to or on the Closing Date (the “ProLogis Parent SEC Documents”), which are all of the documents (other than preliminary material) that Parent was or will be if filed after the date hereof, required to have been filed by any of them file with the SEC since that dateJanuary 1, 2005 through the Closing Date pursuant to the federal securities laws and the SEC rules and regulations thereunder. As Except as set forth in Section 5.05 of the Parent Disclosure Schedule, as of their respective dates, the ProLogis Parent SEC Documents complied complied, or will comply if filed after the date hereof, in all material respects with the requirements of the Securities Act or Act, the Exchange Act, as the case may be, Act and SOX and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Documents, in each case as in effect at such time, and none of the ProLogis Parent SEC Documents contained contained, or will contain if filed after the date hereof, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis Parent SEC Documents filed and publicly available prior to the date of this Agreement. As Except as set forth in Section 5.05 of the Parent Disclosure Schedule, the consolidated financial statements of Parent (including the notes thereto) included or incorporated by reference in the Parent SEC Documents complied, or will comply if filed after the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were or will be if filed after the date hereof prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly, or will fairly presentedif filed after the date hereof, present, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are materialmaterial in amount or effect), in each case as in effect at such time, the assets, liabilities and the consolidated financial position of ProLogis Parent and the ProLogis its Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements results of income operations, stockholders’ equity and the consolidated cash flows of ProLogis Parent and the ProLogis its Subsidiaries taken as a whole, for the periods presented therein. No other ProLogis Subsidiary of Parent (including the Parent Operating Partnership) is required subject to make any filing with the SECperiodic reporting requirements of the Exchange Act. (b) The management of Parent has (i) implemented and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including the consolidated Subsidiaries of Parent, are known to the management of Parent, and (ii) has disclosed, based on its most recent evaluation, to Parent’s outside auditors and the audit committee of Parent Board (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial data and

SEC Documents. ProLogis (1) Parent has filed all forms, reports, exhibits and other documents required to be filed with the SEC since it first became a reporting company (“Initial Reporting Date”) and has made available to Catellus (by public filing with Company, except to the extent available in full without redaction on the SEC website through ▇▇▇▇▇ two days prior to the date of this Agreement, (i) its Quarterly Reports on Form 10-QSB for the periods ended June 30, 2004, September 30, 2004, December 31, 2004 and its Annual Report on Form 10-KSB for the period ended ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) all proxy statements relating to Parent’s meetings of stockholders (whether annual or otherwisespecial) a true and complete copy held since the Initial Reporting Date, (iii) all other reports or registration statements (other than reports on Forms 3, 4 or 5 filed on behalf of each report, schedule, registration statement and definitive proxy statement affiliates of Parent) filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1the Initial Reporting Date, 2002 and (iv) all amendments and supplements to all such reports and registration statements filed by Parent with the SEC (collectively, the “ProLogis Parent SEC Documents”), which are all of the documents required to have been filed by any of them with the SEC since that date. As of their respective dates, the ProLogis The Parent SEC Documents complied (i) were prepared in all material respects accordance with the requirements of the Securities Act Act, or the Securities Exchange Act, and the SEC rules thereunder, as the case may be, and (ii) did not at the rules and regulations time they were filed (or if amended or superseded by a filing prior to the date of this Agreement, then on the SEC thereunder applicable to date of such ProLogis SEC Documents and none of the ProLogis SEC Documents contained filing) contain any untrue statement of a material fact or omitted omit 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. No Subsidiary of Parent is required to file any forms, reports or other documents with the SEC. (2) As needed, Parent has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and Rule 15d-15 under the Securities Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to Parent, including any consolidated Subsidiaries, required to be disclosed by Parent in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to Parent’s principal executive officer and its principal financial officer to allow timely decisions regarding required disclosure; and, except as may be disclosed in reports filed by Parent with the SEC after the date of this Agreement in accordance with applicable SEC requirements with respect to disclosure controls and procedures maintained by Parent after the date hereof (it being understood that any such disclosure in such reports shall not have the effect of modifying the representation set forth in this sentence, to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available this representation relates to the period prior to the date of this Agreementhereof), such disclosure controls and procedures are effective to ensure that information required to be disclosed by Parent in the reports that it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. As Parent’s principal executive officer and its principal financial officer have disclosed, based on their most recent evaluation, to Parent’s auditors and the audit committee of the date hereofBoard of Directors of Parent (x) all significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect Parent’s ability to record, neither ProLogis nor process, summarize and report financial data and have identified for Parent’s auditors any ProLogis Subsidiary material weaknesses in internal controls and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal controls. Parent has provided to Company a correct and complete summary of any outstanding such disclosure made by management of Parent to Parent’s auditors and unresolved comments from audit committee since the SEC with Initial Reporting Date. With respect to the ProLogis SEC Documents. The consolidated financial statements each Annual Report on Form 10-KSB, each Quarterly Report on Form 10-QSB and each amendment of ProLogis any such report included in the ProLogis Parent SEC Documents complied as to form in all material respects with filed since the applicable accounting requirements Initial Reporting Date, the principal executive officer and the published rules and regulations principal financial officer of the SEC with respect thereto, Parent have been prepared in accordance with GAAP applied on a consistent basis during the periods involved made (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 2005 Form 10-01 KSB, will make at the time of filing thereof) all certifications required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and any related rules and regulations promulgated by the SEC, and the statements contained in such certifications are complete and correct. (3) Parent is in compliance in all material respects with the provisions of Section 13(b) of the Securities Exchange Act. Neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any director, officer, agent, employee or other person acting on behalf of Parent or any of its Subsidiaries, has (i) used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the filed Parent SEC Documents or for events (or series of related matters) as to which the amounts involved do not exceed $60,000, between March 31, 2004 and the date of this Agreement, no event has occurred that would be required to be reported pursuant to Item 404 of Regulation S-X under the Exchange Act) and fairly presented, in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with B promulgated by the SEC. (4) Since March 31, 2005 (x) neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Parent or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Parent or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (y) no attorney representing Parent or any of its Subsidiaries, whether or not employed by Parent or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Parent or any of its officers, directors, employees or agents to the Board of Directors of Parent or any committee thereof or to any director or officer of Parent.

SEC Documents. ProLogis (i) To the extent complete and correct copies are not available on the SEC’s website, the Company has made available to Catellus (by public filing Parent complete and correct copies of all reports, schedules, forms, statements and other documents filed with or furnished to the SEC by the Company since July 18, 2007 (such documents available on the SEC’s website or otherwise) a true and complete copy of made available to Parent, together with all information incorporated therein by reference, the “SEC Documents”). Since July 18, 2007, the Company has filed with or furnished to the SEC each report, schedule, registration form, statement and definitive proxy statement or other document or filing required by Law to be filed or furnished by ProLogis the Company at or any ProLogis Subsidiary, with prior to the SEC since January 1, 2002 (the “ProLogis SEC Documents”), which are all time so required. No Subsidiary of the documents Company is required to have been filed by file or furnish any of them with report, schedule, form, statement or other document with, or make any other filing with, or furnish any other material to, the SEC since that dateSEC. As of their its respective dateseffective date, in the ProLogis case of SEC Documents that are registration statements filed pursuant to the Securities Act, and as of its respective filing or furnishing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), in the case 9 Table of Contents of each other SEC Document, each of the SEC Documents (A) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Actof 1933, as the case may beamended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Exchange Act, in each case, applicable to such SEC Document, and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any SEC Document filed or furnished and publicly available prior to the date of this Agreement (a “Filed SEC Document”) has been revised or superseded by a later filed or furnished Filed SEC Document, none of the SEC thereunder applicable to such ProLogis SEC Documents and none of the ProLogis SEC Documents contained contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except to . To the extent such statements have been modified or superseded complete and correct copies are not available on the SEC’s website, the Company has made available to Parent copies of all comment letters received by later ProLogis the Company from the SEC Documents filed since July 18, 2007 and publicly available prior to the date of this AgreementAgreement and relating to the SEC Documents, together with all written responses of the Company thereto. As of the date hereofof this Agreement, neither ProLogis nor any ProLogis Subsidiary has any there are no outstanding and or unresolved comments in such comment letters received by the Company from the SEC with respect SEC. As of the date of this Agreement, to the ProLogis knowledge of the Company none of the SEC DocumentsDocuments is the subject of any ongoing review by the SEC. The consolidated financial statements (including the related notes) of ProLogis the Company included in the ProLogis SEC Documents complied complied, at the time the respective statements were filed, as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP generally accepted accounting principles in effect from time to time in the United States of America (“GAAP”) (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under the Exchange Act) and fairly presented, present in accordance with applicable requirements of GAAP and all material respects the applicable rules and regulations consolidated financial position of the SEC Company and its consolidated Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject, in the case of the unaudited quarterly financial statements, to normal, normal and recurring year-end audit adjustments, none of which are material). Except as set forth in the most recent audited financial statements (including the notes thereto) included in the Filed SEC Documents (the “Baseline Financials”), the consolidated Company and its Subsidiaries have no material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than such liabilities or obligations (A) with respect to or arising from the transactions contemplated by this Agreement, (B) incurred in the ordinary course of business consistent in all material respects with past practice after the date of the Baseline Financials but prior to the date of this Agreement, (C) that are not reasonably likely to have a Material Adverse Effect or (D) disclosed in the unaudited financial position statements (including the notes thereto) included in the Company’s Form 10-Q for the period ended July 31, 2010, filed with the SEC on September 9, 2010. (ii) The Company is in compliance in all material respects with the provisions of ProLogis the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the ProLogis rules and regulations promulgated thereunder (collectively, “SOX”) applicable to it. The Company has promptly disclosed, by filing a Form 8-K or posting on its website, any change in or waiver of the Company’s code of ethics, as required by Section 406(b) of SOX. To the knowledge of the Company, there have been no violations of provisions of the Company’s code of ethics since the adoption of such code of ethics. (iii) The principal executive officer of the Company and the principal financial officer of the Company each has made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of SOX, as applicable, with respect to the SEC Documents, and the statements contained in such certifications were accurate as of the date they were made. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extension of credit” to directors or executive officers within the meaning of Section 402 of SOX. 10 Table of Contents (iv) Neither the Company nor any of its Subsidiaries is a party to or bound by, or has any commitment to become a party to or bound by, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of its Subsidiaries, taken on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as a wholedefined in Item 303(a) of Regulation S-K of the SEC)), where the purpose or intended or known result or effect of such joint venture, partnership or Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or any of its Subsidiaries’ published financial statements or other SEC Documents. (v) The Company maintains “internal control over financial reporting” (as defined in Rule 13a-15(f) of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing Exchange Act) in compliance with the SECExchange Act. (vi) The Company maintains “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) in compliance with the Exchange Act.

SEC Documents. ProLogis (i) Parent has made available to Catellus (by public filing with the SEC or otherwise) Company a true and complete copy of each report, schedule, registration statement and statement, definitive proxy statement and exhibit to the foregoing documents filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1December 31, 2002 2001 (the “ProLogis "Parent SEC Documents”"), which are all of the documents (other than preliminary material) that Parent was required to have been filed by any of them file with the SEC since that dateDecember 31, 2001. As of their respective dates, the ProLogis Parent SEC Documents complied 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 thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As None of the date hereofSubsidiaries of Parent is required to file any forms, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from reports or other documents with the SEC with respect pursuant to Section 13(a) or 15(d) of the ProLogis SEC DocumentsExchange Act. The consolidated financial statements of ProLogis Parent included in the ProLogis Parent SEC Documents were prepared from the books and records of Parent and its Subsidiaries, complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, present in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated Subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis its consolidated Subsidiaries for the periods presented therein. No other ProLogis Subsidiary Except as disclosed in the Parent SEC Documents, there are no agreements, arrangements or understandings between Parent and any party who is at the date of this Agreement or was at any time prior to the date hereof but after December 31, 2001 an Affiliate of Parent that are required to make be disclosed in the Parent SEC Documents. (ii) Parent has not received written notice from the SEC or any filing other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or any other Governmental Entity. Since December 31, 2001, Parent's independent public accounting firm has not informed Parent that it has any material questions, challenges or disagreements regarding or pertaining to Parent's accounting policies or practices. Since December 31, 2001, to the knowledge of Parent, no officer or director of Parent has received, or is entitled to receive, any material compensation from any entity that has engaged in or is engaging in any material transaction with Parent or any Subsidiary of Parent. Set forth on Schedule 3.2(d) of the SECParent Disclosure Schedule is a list of all off-balance sheet special purpose entities and financing arrangements of Parent and Subsidiaries of Company. (iii) With respect to each annual report on Form 10-K, each quarterly report on Form 10-Q and each amendment of any such report included in the Parent SEC Documents, the chief executive officer and chief financial officer of Parent have made all certifications required by the Sarbanes-Oxley Act and any related rules and regulations promulgated b▇ ▇▇▇ ▇▇▇ ▇▇▇ the NYSE, and the statements contained in any such certifications are complete and correct.

SEC Documents. ProLogis has made available to Catellus (by public filing with the SEC or otherwisei) a true and complete copy of each Each form, report, statement, schedule, prospectus, proxy, registration statement and definitive proxy statement other document filed by ProLogis or any ProLogis Subsidiary, KLRE with the SEC since January 1its initial registration of the KLRE Common Stock (including the KLRE Organizational Documents, 2002 (the “ProLogis KLRE SEC Documents”)) has been timely filed, which are all of the documents required to have been filed by any of them with the SEC since that date. As and, as of their respective dates, each of the ProLogis KLRE SEC Documents complied Documents, as amended, complies as to form in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder Act or any other applicable to such ProLogis SEC Documents Law and none of the ProLogis KLRE SEC Documents contained when filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. To the Knowledge of KLRE, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreement. As as of the date hereof, (A) none of the KLRE SEC Documents are the subject of ongoing SEC review or outstanding SEC comment and (B) neither ProLogis the SEC nor any ProLogis Subsidiary other Governmental Entity is conducting any investigation or review of any KLRE SEC Document. No notice of any SEC review or investigation of KLRE or the KLRE SEC Documents has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. been received by KLRE. (ii) The consolidated financial statements of ProLogis KLRE included in the ProLogis KLRE SEC Documents complied complied, and in the case of financial statements filed following the date hereof will comply, as to form in all material respects with the applicable accounting requirements and the published rules and regulations Regulation S-X of the SEC with respect theretoSEC, have been were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presentedpresent, and in the case of financial statements filed following the date hereof will fairly present, in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, KLRE as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries KLRE for the periods presented therein. (iii) KLRE makes and keeps books, records, and accounts and has devised and maintains a system of internal controls, in each case as required pursuant to Section 13(b)(2) under the Exchange Act. No other ProLogis Subsidiary is KLRE has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13F-15 under the Exchange Act) as required by Rule 13F-15 under the Exchange Act and the applicable listing standards of the Nasdaq. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to make any filing with be disclosed by KLRE in the reports that it files under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to its management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, and the rules and regulations promulgated thereunder the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

SEC Documents. ProLogis Financial Statements. Since January 1, 1998, NCT has made available filed all reports, schedules, forms, statements and other documents required to Catellus (be filed by public filing it with the SEC pursuant to the reporting requirements of the 1934 Act, including pursuant to Section 13(a) or otherwise15(d) a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by ProLogis or any ProLogis Subsidiary, with the SEC since January 1, 2002 thereof (the “ProLogis SEC Documents”), which are all of the foregoing materials filed prior to the date hereof and all exhibits included therein and financial statements, schedules and documents required incorporated by reference therein, being hereinafter collectively referred to have been as "NCT's SEC Documents") on a timely basis or has received a valid extension of such time of filing and has filed by any such SEC Documents prior to the expiration of them with the SEC since that dateany such extension. As of their respective dates, the ProLogis NCT's SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis SEC Documents promulgated thereunder, and none of the ProLogis SEC Documents Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light therein not misleading. All material agreements to which NCT is a party or to which the property or assets of NCT are subject have been filed as exhibits to the NCT SEC Documents as required; neither NCT nor any of the circumstances under which they were madeNCT Subsidiaries is in breach of any agreement where such breach would reasonably be expected to, not misleadingindividually or in the aggregate, except to the extent such statements have been modified or superseded by later ProLogis SEC Documents filed and publicly available prior to the date of this Agreementa NCT Material Adverse Effect. As of their respective dates, the date hereof, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included NCT contained in the ProLogis NCT's SEC Documents (the "NCT Financial Statements") complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, thereto as in effect at the time of filing. Such NCT Financial Statements have been prepared in accordance with GAAP applied on a consistent basis United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such NCT Financial Statements or the notes thereto, or, or (ii) in the case of the unaudited interim statements, as permitted by Rule 10-01 of Regulation S-X under to the Exchange Actextent they may exclude footnotes or may be condensed or summary statements) and fairly presented, present in accordance with applicable requirements all material respects the financial position of GAAP NCT and the applicable rules NCT Subsidiaries as of and regulations for the dates thereof and the results of its operations and cash flows for the SEC periods then ended (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none ). Since the date of which are material), the consolidated financial position of ProLogis and the ProLogis Subsidiaries, taken as a whole, as of their respective dates and the consolidated statements of income and the consolidated cash flows of ProLogis and the ProLogis Subsidiaries included in NCT's last filed Quarterly Report on Form 10-Q for the periods presented thereinperiod ended March 31, 2000, there has been no event, occurrence or development that has had, or would reasonably be expected to have, a NCT Material Adverse Effect which has not been specifically disclosed to the Buyers by NCT. No other ProLogis Subsidiary information provided by or on behalf of NCT to the Buyer which is required not included in NCT's SEC Documents, including, without limitation, information referred to in Section 3(d) of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make any filing with the SECstatements therein, in the light of the circumstance under which they are or were made, not misleading.

SEC Documents. ProLogis Parent has made available to Catellus Seller (by public filing including, for purposes of compliance with this representation, pursuant to the SEC or otherwiseSEC’s “▇▇▇▇▇” system) a true and complete copy of each report, schedule, form, prospectus, registration statement and statement, definitive proxy statement and other document (including exhibits and other information incorporated by reference therein) filed by ProLogis or any ProLogis Subsidiary, Parent with the SEC since January 1December 31, 2002 2018 and prior to the date of this Agreement (the “ProLogis Parent SEC Documents”), which are all of the documents (other than preliminary material) that Parent was required to have been filed by any of them file with the SEC since that dateDecember 31, 2018 and prior to the date of this Agreement. As of their respective dates, each of the ProLogis Parent SEC Documents Documents, as amended, complied as to form in all material respects with the applicable requirements of the Securities Act or of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such ProLogis Parent SEC Documents Documents, and none of the ProLogis Parent SEC Documents contained contained, as of the date so filed or, if amended prior to the date of this Agreement, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Parent included in the Parent SEC Documents, except to including all notes and schedules thereto, complied in all material respects, as of the extent such statements have been modified date so filed or superseded by later ProLogis SEC Documents filed and publicly available if amended prior to the date of this Agreement. As , as of the date hereofof such amendment, neither ProLogis nor any ProLogis Subsidiary has any outstanding and unresolved comments from the SEC with respect to the ProLogis SEC Documents. The consolidated financial statements of ProLogis included in the ProLogis SEC Documents complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been were prepared in accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto, thereto or, in the case of the unaudited statements, as permitted by Rule 10-01 of Regulation S-X under of the Exchange ActSEC) and fairly presented, present in all material respects in accordance with applicable requirements of GAAP and the applicable rules and regulations of the SEC (subject, in the case of the unaudited statements, to normal, recurring normal year-end audit adjustments, none of which are material), ) the consolidated financial position of ProLogis Parent and the ProLogis Subsidiaries, taken as a whole, its consolidated subsidiaries as of their respective dates and the consolidated statements results of income operations and the consolidated cash flows of ProLogis Parent and the ProLogis Subsidiaries its consolidated subsidiaries for the periods presented therein. No other ProLogis Subsidiary is required to make any filing with the SEC.