Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) Statement will, at the date the Proxy Statement it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading, or (iii) the Offer Documents will, at the time the Offer Documents or any amendments or supplements thereto are first published, sent or given to holders of Subordinated Notes, as the case may be, or at the time the Debt Offer is consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Form S-4 will, as of its effective date, and the prospectus contained therein will, as of its date, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding Act and the foregoingrules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Newco specifically for inclusion therein. For purposes of this Agreement, the parties agree that statements made and information in the Form S-4 or and the Proxy Statement based on information relating to the Federal income tax consequences of the transactions herein contemplated to holders of Company Common Stock shall be deemed to be supplied by Parent or Merger Sub specifically for inclusion or incorporation the Company and not by reference in the Form S-4 or the Proxy StatementNewco.

Information Supplied. (a) None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time041, the “Form S-4”) Offer Documents, the Schedule 14D-9 or the Information Statement will, at the time the Form S-4 such document is filed with the SEC, at any time it is amended or supplemented and or at the time it becomes effective under is first published, sent or given to the Securities Actholders of Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading or misleading; and (b) ii), in the proxy statement relating to the event a Company Stockholders Meeting (together with any amendments thereof or supplements theretois held, in each case in neither the form or forms mailed Proxy Statement nor the Information Statement to the Company’s stockholders, the “Proxy Statement”) be sent to such stockholders will, at the date the Proxy Statement it is first mailed to the stockholders holders of the Company and Shares or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting that shall have become false or misleading. . (b) The Schedule 14D-9, the Information Statement and the Proxy Statement Statement, as applicable, will comply as to form in all material respects with the requirements of the Exchange Act. Act and the rules and regulations thereunder. (c) Notwithstanding the foregoingforegoing provisions of Section 3.8(a), no representation or warranty is made by the Company with respect to statements made or omitted or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by Parent or Merger Sub specifically or their respective affiliates for inclusion or incorporation by reference in the Form S-4 Schedule 14D-9, the Information Statement or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically or any of its Subsidiaries expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 N‑14 to be filed with the SEC by Parent in connection with the issuance registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger (as amended or supplemented from time to time, the “Form S-4N‑14”) will, at the time the Form S-4 N‑14 is filed with the SEC, SEC or at any time it is amended or supplemented and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms be mailed to the Company’s stockholders, stockholders in connection with the Company Stockholders’ Meeting (the “Proxy Statement”) will, at the date the Proxy Statement it or any amendment or supplement is first mailed to the such stockholders of the Company and at the time of the Company Stockholders Meeting, Stockholders’ Meeting contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Intermediary Sub and Acquisition Sub, or to statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by Parent or Merger on behalf of Parent, Intermediary Sub specifically or Acquisition Sub for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein).

Information Supplied. None Each of Vision Bancshares and Park agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company specifically it for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) Registration Statement will, at the time the Form S-4 Registration Statement and each amendment or supplement thereto, if any, is filed with the SEC, at any time it is amended or supplemented SEC and at the time it the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinmade therein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) /Prospectus and any amendment or supplement thereto will, at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company Vision Bancshares shareholders and at the time of the Company Stockholders Vision Bancshares Meeting, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein not misleading or any statement which, in the light of the circumstances under which such statement is made, will be false or misleading with respect to any material fact, or which will omit to state any material fact necessary in order to make the statements therein, made therein not false or misleading or necessary to correct any statement in light any earlier statement in the Proxy Statement/Prospectus or any amendment or supplement thereto. Each of Vision Bancshares and Park further agrees that if it shall become aware prior to the Effective Time of any information furnished by it that would cause any of the circumstances under which they are made, not misleading. The statements in the Registration Statement and the Proxy Statement will comply as Statement/Prospectus to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation be false or warranty is made by the Company misleading with respect to any material fact, or to omit to state any material fact necessary to make the statements made therein not false or incorporated by reference in misleading, to promptly inform the Form S-4 or other party thereof and to take the Proxy necessary steps to correct the Registration Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or and the Proxy Statement/Prospectus.

Information Supplied. None (a) FEI agrees, as to itself and its Subsidiaries that (i) none of the information, except for such information supplied or to be supplied provided by the Company specifically for inclusion PIE pursuant to Section 5.3(b) below, to be included or incorporation incorporated by reference in the proxy statement (aincluding any amendments or supplements thereto, the "Proxy Statement") the registration statement on Form S-4 to be filed with the SEC by Parent used in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) Shareholder's Meeting will, at the time the Form S-4 Proxy Statement is filed with the SEC, at any time it is amended or supplemented published and at the time it becomes effective under the Securities Actmailed to FEI's Shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading or misleading, and (bii) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) willStatement will not, at the date the Proxy Statement is first mailed of mailing to the stockholders of the Company shareholders and at the time times of the Company Stockholders Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except to the extent any such untrue statement is provided by PIE pursuant to Section 5.3(b) below or such omission is directly caused by PIE's breach of its covenant in Section 5.3(b) below. (b) PIE agrees to provide to FEI in writing all material information required by Law to be included in the Proxy Statement that cannot reasonably be provided by FEI or its Subsidiaries because such information is exclusively within the control and Knowledge of PIE or its Affiliates (such information, the "PIE Information"). PIE agrees, as to itself and its Affiliates, that none of the PIE Information supplied by it for inclusion in the Proxy Statement will, at the time the Proxy Statement is published and mailed to FEI's shareholders, contain any untrue statement of a material fact or omit to state any 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 PIE further agrees to supply such additional PIE Information to FEI for inclusion in the Proxy Statement if, in light of circumstances occurring subsequent to the time the Proxy Statement is published and mailed, such additional PIE Information is necessary in order that the PIE Information in the Proxy Statement will comply as not contain any untrue statement of a material fact or omit to form state any material fact required to be stated therein or necessary to make the statements therein, in all material respects with the requirements light of the Exchange Act. Notwithstanding the foregoingcircumstances under which they were made, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementnot misleading.

Information Supplied. None of the information supplied or to be supplied by the Company specifically in writing for inclusion or incorporation by reference in (a) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form "S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended SEC or supplemented and at the time when it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light and none of the circumstances under which they are made, not misleading information supplied or (b) to be supplied by the proxy statement Company in writing for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus relating to the Company Stockholders Stockholder Meeting (together with any amendments thereof or supplements thereto, in each case in and the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) Parent Stockholder Meeting will, at the date the Joint Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders of the Company and Parent's stockholders and at the time of the Company's stockholders meeting convened for the purpose of obtaining the Company Stockholders MeetingStockholder Approval (as defined in SECTION 3.1(aa)) (the "COMPANY STOCKHOLDER MEETING") and the time of Parent's stockholders meeting convened for the purpose of obtaining the Parent Stockholder Approval (as defined in SECTION 3.2(u)) (the "PARENT STOCKHOLDER MEETING"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement Statement/Prospectus, as it relates to the Company Stockholder Meeting and the Parent Stockholder Meeting (collectively, the "STOCKHOLDER MEETINGS"), will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding Act and the foregoingrules and regulations thereunder, except that no representation or warranty is made by the Company in this SECTION 3.1(h) with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus.

Information Supplied. (i) None of the documents required to be filed by Parent, Holding or Merger Sub with the SEC in connection with the Offer or required to be distributed or otherwise disseminated to the Company’s stockholders after the date of this Agreement in connection with the Transactions, including the Offer Documents, will, at the date each is filed with the SEC, at the date distributed or otherwise disseminated to Company stockholders and at the time of the consummation of the Offer contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided that no representation or warranty is made by Parent, Holding or Merger Sub with respect to the information supplied by or related to, or the sufficiency of disclosures related to, the Company or any Company Subsidiary. The Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act. (ii) None of the information supplied or to be supplied by the or on behalf of Parent, Holding or Merger Sub to Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be Schedule 14D-9 will, at the date it is first filed with the SEC by Parent in connection with or on the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time date it is amended or supplemented and at first mailed to the time it becomes effective under stockholders of the Securities ActCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading. None of the information supplied or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof be supplied by or supplements theretoon behalf of Parent, in each case Holding or Merger Sub specifically for inclusion or incorporation by reference in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) , if any, will, at the date it is first filed with the Proxy Statement SEC, on the date it is first mailed to the stockholders of the Company and Company, or at the time of the Company Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no . (iii) No representation or warranty is made by the Company Parent, Holding or Merger Sub with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 related to, or the Proxy Statementsufficiency of disclosures related to, the Company or any Person within the Company Group.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in as required by the terms of this Agreement (the "Share Issuance") pursuant to the Merger (as amended or supplemented from time to time, the “Form "S-4”) will"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the proxy statement relating to the Company Stockholders Stockholder Meeting (together as hereinafter defined) to be held in connection with the Merger (including any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “"Proxy Statement”") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meetingmeeting of stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. The Proxy Statement will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made in this Section 3.7 as to information provided by the Company with respect to statements made or incorporated by reference Parent for inclusion in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Company specifically or on behalf of RMRM or any RMRM Subsidiary for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented and or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it becomes is first mailed to the holders of TRMT Common Shares and the holders of the RMRM Common Shares, at the time of the TRMT Shareholder Meeting and the RMRM Shareholder Meeting, at the time the Form S-4 is declared effective under by the Securities ActSEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement All documents that RMRM is responsible for filing with the SEC in connection with this Agreement, the Merger and the other Transactions, to the extent relating to RMRM or any RMRM Subsidiary or other information supplied by or on behalf of RMRM or any RMRM Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the requirements provisions of any applicable Law as to the Exchange Act. information required to be contained therein. (b) Notwithstanding anything to the foregoingcontrary in this Section 5.12, and for the avoidance of doubt, RMRM makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based on upon information supplied to RMRM by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementon behalf of TRMT.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically Caremark for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of CVS Stock issuable in the Merger will be filed registered with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4Registration Statement”) willshall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time the Form S-4 is filed with the SEC, at any time it is amended such post-effective amendment or supplemented and at the time it supplement becomes effective under the Securities Act, effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading misleading. The information supplied by Caremark for inclusion in the joint proxy statement/prospectus, or (b) the proxy statement relating any amendment or supplement thereto, to be sent to the Company Stockholders Meeting Caremark stockholders and CVS stockholders in connection with the Merger and the other transactions contemplated by this Agreement (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Joint Proxy Statement”) willshall not, at on the date the Joint Proxy Statement is first mailed to the stockholders of the Company each of Caremark and CVS, at the time of the Company Stockholders MeetingCaremark Stockholder Approval or at the time of the CVS Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement representations and warranties contained in this Section 4.09 will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect not apply to statements made or omissions included or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on upon information supplied furnished by Parent CVS or Merger Sub any of its representatives specifically for inclusion use or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied provided by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended including any amendments or supplemented from time to timesupplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Stockholders’ Meeting and the proxy statement relating to the Parent Stockholders’ Meeting (together with any amendments thereof or supplements theretosuch proxy statements together, in each case in the form as amended or forms mailed supplemented from time to the Company’s stockholderstime, the “Joint Proxy Statement”) will, at the date the Proxy Statement it is first mailed to the Company’s stockholders of the Company and Parent’s stockholders or at the time of the Company Stockholders Stockholders’ Meeting or the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (c) the Debt Offering Documents will, at the time the applicable document thereof becomes effective under the Securities Act or the date it is first mailed to the holders of Notes, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Joint Proxy Statement (other than the portion thereof relating solely to the Parent Stockholders’ Meeting) and the Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoingforegoing provisions of this Section 4.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 S-4, the Joint Proxy Statement or the Proxy Statement based on information Debt Offering Documents which were not supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in on behalf of the Form S-4 or the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger Issuance (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented and or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. None of the circumstances under which they are made, not misleading information supplied or (b) to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the information statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger and the other transactions contemplated by this Agreement and the proxy statement relating to the Company Stockholders Meeting Parent’s stockholders in connection with the Parent Stock Issuance (together with including any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Joint Proxy/Information Statement”) will, at the date the Proxy Statement it is first mailed to the Company’s and Parent’s stockholders of the Company and or at the time of the Company Stockholders MeetingMeeting or Parent Stockholders Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The Proxy Joint Proxy/Information Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information that was not supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in on behalf of the Form S-4 or the Proxy StatementCompany.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to be filed with the SEC by Parent in connection with the issuance of which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (as amended or supplemented from time to time, the “Form S-4Registration Statement”) willshall at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time the Form S-4 is filed with the SEC, at any time it is amended such post-effective amendment or supplemented and at the time it supplement becomes effective under the Securities Act, effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or misleading. (b) None of the proxy statement relating information supplied or to be supplied by or on behalf of the Company Stockholders Meeting (together with any amendments thereof for inclusion or supplements thereto, in each case incorporation by reference in the form or forms mailed preliminary and definitive proxy statements to be filed by the Company’s stockholdersCompany with the SEC in connection with the Merger (collectively, the “Proxy Statement”) will, at on each relevant filing date, on the date the Proxy Statement is first mailed of mailing to the Company’s stockholders of the Company and at the time of the Company Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act. Act and the rules and regulations promulgated by the SEC thereunder. (c) If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, officers or directors should be discovered by the Company which is required to be set forth in an amendment or supplement to the Registration Statement or Proxy Statement, the Company shall promptly inform the Parent. (d) Notwithstanding any of the foregoingforegoing in this Section 3.26, the Company makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on any information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 Proxy Statement or the Proxy Registration Statement.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Company specifically or on behalf of TRMT or any TRMT Subsidiary for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented and or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it becomes is first mailed to the holders of TRMT Common Shares and the holders of the RMRM Common Shares, at the time of the TRMT Shareholder Meeting and the RMRM Shareholder Meeting, at the time the Form S-4 is declared effective under by the Securities ActSEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement All documents that TRMT is responsible for filing with the SEC in connection with this Agreement, the Merger and the other Transactions, to the extent relating to TRMT or any TRMT Subsidiary or other information supplied by or on behalf of TRMT or any TRMT Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the requirements provisions of any applicable Law as to the Exchange Act. information required to be contained therein. (b) Notwithstanding anything to the foregoingcontrary in this Section 4.12, and for the avoidance of doubt, TRMT makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based on upon information supplied to TRMT by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementon behalf of RMRM.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended such Form S-4, and any amendments or supplemented from time to timesupplements thereto, the “Form "S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the joint proxy statement statement/prospectus relating to the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent's shareholders at the Parent Shareholders Meeting (together with such joint proxy statement/prospectus, and any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “"Joint Proxy Statement”/Prospectus") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and Parent and at the time times of the Company Stockholders Meeting and the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. The Joint Proxy Statement Statement/Prospectus, insofar as it relates to the Company Stockholders Meeting, will comply comply, as of its mailing date, as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company makes no representation, warranty or covenant with respect to statements made any information supplied or incorporated by reference in the Form S-4 or the Proxy Statement based on information required to be supplied by Parent or Merger Sub specifically for inclusion Acquisition which is contained in or incorporation omitted from any of the foregoing documents or which is incorporated by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of the information supplied relating to Parent and the Parent Subsidiaries contained in the Proxy Statement or to be supplied that is provided by Parent and the Company specifically Parent Subsidiaries in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock transactions contemplated by this Agreement will (a) in the Merger (as amended or supplemented from time to time, case of the “Form S-4”) will, at the time the Form S-4 it is filed with the SEC, at any time it such document is amended or supplemented and or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to case of the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the mailing thereof, at the time the Company Stockholders MeetingStockholder Meeting is held, at the time that the Form S-4 is declared effective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by Parent with the SEC in connection with the First Merger, the Second Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement will (with respect to Parent, its officers and directors and the Parent Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing; provided, that no representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information that were not supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementany Parent Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of the Parent Common Stock in the Merger (such Form S-4, as amended or supplemented from time supplemented, is herein referred to time, as the “"Form S-4”") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the proxy statement relating to be sent to the stockholders of the Company in connection with the Stockholders Meeting (together with any amendments thereof as defined in Section 5.2(b)) (such proxy statement, as amended or supplements theretosupplemented, in each case in is herein referred to as the form or forms mailed to the Company’s stockholders, the “"Proxy Statement”/Prospectus") will, at the date the Proxy Statement Statement/Prospectus is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form , or contain any statement which at the time and in all material respects with the requirements light of the Exchange Actcircumstances under which it is made is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Stockholders Meeting which has become false or misleading. Notwithstanding the foregoing, no No representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus based on information supplied in writing by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement/Prospectus.

Information Supplied. None of the (i) The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to be filed with the SEC by Parent in connection with the issuance of which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (as amended or supplemented from time to time, the “Form S-4”"Registration Statement") will, shall not at the time the Form S-4 Registration Statement is filed with declared effective by the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading misleading. The information supplied or (b) to be supplied by the Company specifically for inclusion in the proxy statement relating statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be included in the Registration Statement and to be sent to the stockholders of the Company in connection with the meeting of Company stockholders party to the Stockholders Agreement, dated as of August 2, 1999, between the Company and the stockholders party thereto, as amended, modified or supplemented prior to the date hereof (the "Company Stockholders Agreement") held pursuant to Section 2.1 of the Company Stockholders Meeting Agreement for the purposes of adopting this Agreement and the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed "Founders Pre-Meeting") and/or the Company stockholders meeting to adopt this Agreement and the Company’s stockholdersMerger (collectively, the “Proxy Statement”"Company Stockholders Meeting") willshall not, at on the date the Proxy Statement is first mailed to the stockholders of the Company and or at the time of the Company Stockholders MeetingMeeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will will, at the time of the Company Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act. . (ii) Notwithstanding the foregoing, no representation or warranty is made by the Company makes no representations or warranties with respect to statements made information that has been or incorporated by reference in the Form S-4 or the Proxy Statement based on information will be supplied by Parent or Merger Sub Sub, or their auditors, attorneys, financial advisers, other consultants or advisers, specifically for inclusion use or incorporation by reference in the Form S-4 Registration Statement or the Proxy Statement. (iii) Any proxy solicitation materials sent to Proprietary Fund shareholders pursuant to Section 5.3(c) shall not, on the date such proxy statement or other material is first mailed to such shareholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None of the (i) The information supplied or to be supplied by the Company Group Companies, their Affiliates or their respective Representatives in writing specifically for inclusion or incorporation by reference in the Proxy/Registration Statement shall not, at (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 Proxy/Registration Statement is filed with the SECdeclared effective, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to time the Company Stockholders Meeting Proxy/Registration Statement (together with or any amendments amendment thereof or supplements supplement thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company SPAC Shareholders, and at (c) the time of the Company Stockholders SPAC Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement Notwithstanding the foregoing, the Company makes no representation, warranty or covenant with respect to any information supplied by or on behalf of any of the Group Companies or their respective Affiliates or Representatives. All documents that the Company is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (ii) The information supplied or to be supplied by SPAC, its Affiliates or their respective Representatives in writing specifically for inclusion in the Proxy/Registration Statement shall not, at (a) the time the Proxy/Registration Statement is declared effective, (b) the time the Proxy/Registration Statement (or any amendment thereof or supplement thereto) is first mailed to the SPAC Shareholders, and (c) the time of the SPAC Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, SPAC makes no representation representation, warranty or warranty is made by the Company covenant with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on any information supplied by Parent or Merger Sub specifically on behalf of any of the Group Companies or their respective Affiliates or Representatives. All documents that SPAC is responsible for inclusion or incorporation by reference filing with the SEC in connection with the Form S-4 or Transactions will comply as to form and substance in all material respects with the Proxy Statementapplicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of The information relating to the information supplied or Company and its Subsidiaries to be supplied by contained in the joint proxy statement in preliminary and definitive form relating to the Company specifically for inclusion Special Meeting and the Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Shares issuable in the Merger (together with any amendments or incorporation by reference in (a) supplements thereto, the “Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to be filed with which the SEC by Parent in connection with the issuance of shares offer and sale of Parent Common Stock Shares in the Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (as amended together with any amendments or supplemented from time to timesupplements thereto, the “Form S-4”) willwill not, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at on the date the Joint Proxy Statement Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the stockholders of the Company and shareholders of Parent or at the time the Form S-4 (and any amendment or supplement thereto) is declared effective or at the time of the Company Stockholders Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The Joint Proxy Statement Statement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of Parent) will comply as to form in all material respects as to form with the requirements of the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoingforegoing provisions of this Section 3.12, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 Joint Proxy Statement/Prospectus or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 which were not supplied by or on behalf of the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically or any of its Subsidiaries expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 N-14 to be filed with the SEC by Parent in connection with the issuance registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger (as amended or supplemented from time to time, the “Form S-4N-14”) will, at the time the Form S-4 N-14 is filed with the SEC, SEC or at any time it is amended or supplemented and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, and (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms be mailed to the Company’s stockholders, stockholders in connection with the Company Stockholders’ Meeting (the “Proxy Statement”) will, at the date the Proxy Statement it or any amendment or supplement is first mailed to the such stockholders of the Company and at the time of the Company Stockholders Meeting, Stockholders’ Meeting contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Intermediary Sub and Acquisition Sub, or to statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by Parent or Merger on behalf of Parent, Intermediary Sub specifically or Acquisition Sub for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically or any of its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance registration under the Securities Act of the shares of Parent Common Stock to be issued in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or and (b) the proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders Stockholders’ Meeting (together with any amendments thereof as amended or supplements thereto, in each case in the form or forms mailed supplemented from time to the Company’s stockholderstime, the “Proxy Statement”) will, at the date the Proxy Statement it, or any amendment or supplement to it, is first mailed to the stockholders of the Company and at the time of the Company Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference therein). The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding Act and the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementrules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) This Agreement (including the registration statement on Form S-4 Disclosure Schedule) does not, and the certificate referred to be filed with the SEC by Parent in connection with the issuance clause “(f)” of shares of Parent Common Stock in the Merger Exhibit B will not: (as amended or supplemented from time to time, the “Form S-4”i) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a representation, warranty or information that is false or misleading with respect to any material fact relating to the Acquired Corporations; or (ii) omit to state any material fact required to be stated therein or necessary in order to make the statements thereinAcquired Corporations’ representations, warranties and information contained and to be contained herein and therein (in the light of the circumstances under which they are madesuch representations, warranties and information were or will be made or provided) not misleading false or misleading. (b) None of the proxy statement relating documents required to be filed by the Company Stockholders Meeting (together with any amendments thereof the SEC or supplements thereto, in each case in the form required to be distributed or forms mailed otherwise disseminated to the Company’s stockholders, the “Proxy Statement”) will, at shareholders after the date hereof in connection with the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, Contemplated Transactions will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The In furtherance and not in limitation of the foregoing, none of the information supplied by or on behalf of the Company for inclusion in the Offer Documents or the Schedule 14D-9 will, at the time the Offer Documents and the Schedule 14D-9, as applicable, are filed with the SEC or distributed or otherwise disseminated to shareholders of the Company or at any time between the time the Offer Documents and the Schedule 14D-9 are mailed to shareholders of the Company and the Acceptance Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion in the Proxy Statement will comply as to form in all material respects will, at the time the Proxy Statement is filed with the requirements SEC or mailed to shareholders of the Exchange ActCompany or at the time of the Company Shareholders Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company or its Subsidiaries with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically in writing for inclusion or incorporation by reference in the Form S-4 Schedule 14D-9 or the Proxy Statement. Each of the Schedule 14D-9 and the Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder as of the date it is filed with the SEC and, as applicable, at the time of its distribution or other dissemination to the Company’s Shareholders.

Information Supplied. None of the information supplied or relating to be supplied by Company and the Company specifically Subsidiaries contained in the Proxy Statement or that is provided by Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock transactions contemplated by this Agreement will (a) in the Merger (as amended or supplemented from time to time, case of the “Form S-4”) will, at the time the Form S-4 it is filed with the SEC, at any time it such document is amended or supplemented and or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to case of the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the mailing thereof, at the time the Company Stockholders MeetingStockholder Meeting is held, at the time that the Form S-4 is declared effective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by Company with the SEC in connection with the First Merger, the Second Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement will (with respect to Company, its officers and directors and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing; provided, that no representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information that were not supplied by Parent or Merger Sub specifically for inclusion on behalf of Company or incorporation by reference in the Form S-4 or the Proxy Statementany Company Subsidiaries.

Information Supplied. None of the information supplied provided by or to be supplied by on behalf of the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended including any amendments or supplemented from time to timesupplements, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (b) the proxy statement statement/prospectus relating to matters to be submitted to the stockholders of the Company Stockholders at the Company Stockholders’ Meeting and to the stockholders of Parent at the Parent Stockholders’ Meeting (together with any amendments thereof such proxy statement/prospectus, as amended or supplements thereto, in each case in the form or forms mailed supplemented from time to the Company’s stockholderstime, the “Joint Proxy Statement/Prospectus”) will, at the date the Proxy Statement it is first mailed to the Company’s stockholders of the Company and Parent’s stockholders or at the time of the Company Stockholders Stockholders’ Meeting or the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, however, that, with respect to projected financial information provided by or on behalf of the Company, the Company represents only that such information was prepared in good faith by management of the Company on the basis of assumptions believed by such management to be reasonable as of the time made. The Joint Proxy Statement Statement/Prospectus (other than the portion thereof relating solely to the Parent Stockholders’ Meeting) and the Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding Act and the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementrules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically or any of its Subsidiaries expressly for inclusion or incorporation by reference in (a) the registration statement on Form S-4 N-14 to be filed with the SEC by Parent in connection with the issuance registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger (as amended or supplemented from time to time, the “Form S-4N-14”) will, at the time the Form S-4 N-14 is filed with the SEC, SEC or at any time it is amended or supplemented and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or and (b) the proxy statement to be sent to the stockholders of the Company relating to the Company Stockholders Stockholders’ Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement it or any amendment or supplement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Acquisition Sub, or to statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by or on behalf of Parent or Merger Acquisition Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein).

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for -------------------- inclusion or incorporation by reference in (a) the registration statement Registration Statements on Form S-4 to be filed with the SEC Securities and Exchange Commission ("SEC") by Parent in connection with the issuance of shares of the Parent Common Stock in or as a result of the Merger transactions contemplated hereby (as amended or supplemented from time the "Form S-4") and any other registration statement on any applicable form to timebe filed with the SEC to facilitate the resale of shares issued to the Members hereunder (collectively, the “Form S-4”) will"Registration Statements"), shall not at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy respective Registration Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, declared effective contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The information supplied by the Company for inclusion in the proxy statement/prospectus to be sent to the Members of the Company in connection with the meeting of the Company's Members to consider the transactions contemplated by this Agreement (the "Members' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to as the "Proxy Statement/Prospectus") shall not at the date the Proxy Statement/Prospectus is first mailed to the Members, at the time of the Members' Meeting and at the Effective Time, and the information supplied by the Company for inclusion in any prospectus to be used in connection with any Registration Statement filed by the Parent to facilitate the resale of shares issued hereunder by affiliates of the Company (a "Prospectus") shall not at the date such Prospectus is first delivered to offerees and at the effective date of such Prospectus, be false or misleading with respect to any material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, the Company and the Members make no representation or warranty is made by the Company with respect to statements made any information about, or incorporated by reference supplied or omitted by, the Parent which is contained in any of the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementforegoing documents.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 or any amendment or supplement thereto is filed with the SEC, at any time it is amended SEC or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, (b) the Form 10 will, at the time the Form 10 or any amendment or supplement thereto is filed with the SEC or at the time it becomes effective under the Exchange Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or and (bc) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement will, on the date it is first mailed to the stockholders of the Company Company, and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement Form S-4 will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on any information supplied by Parent or Merger Sub specifically on behalf of the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementforegoing documents.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, Proxy Statement and contained in the “Form S-4”) willProxy Statement, at the time date the Form S-4 Proxy Statement (and any amendment or supplement thereto) is filed with first mailed to the SEC, at any time it is amended stockholders of the Company or supplemented and at the time it becomes effective under of the Securities ActCompany Stockholders Meeting, or (ii) in any proxy solicitation materials of the Company and contained in any such proxy solicitation materials, as of the date of its first use, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading misleading; provided, that no representation or warranty is made by the Company with respect to information supplied by or on behalf of any Controlling Holder (in their capacity as a stockholder), Parent or Merger Sub for inclusion or incorporation by reference in any of the foregoing. (b) None of the proxy statement relating information supplied or to be supplied by or on behalf of the Company Stockholders Meeting (together with any amendments thereof specifically for inclusion or supplements thereto, in each case incorporation by reference in the form Shareholder Circular or forms mailed to the Company’s stockholdersProspectus and contained in the Shareholder Circular or the Prospectus will, (a) in the “Proxy Statement”) willcase of the Shareholder Circular, at the date the Proxy Statement it (and any amendment or supplement thereto) is first mailed to the stockholders shareholders of the Company and Parent or at the time of the Company Stockholders MeetingParent Shareholders Meeting and (b) in the case of the Prospectus, at the date it (and any amendment or supplement thereto) is published, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing; provided, that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by or on behalf of any Controlling Holder (in their capacity as a stockholder), Parent or Merger Sub specifically for inclusion or incorporation by reference in any of the Form S-4 or the Proxy Statementforegoing.

Information Supplied. None of the information supplied or to be supplied by the Company specifically CPA16 or Merger Sub in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 S-4, the Joint Proxy Statement/Prospectus or in any materials to be filed with the SEC delivered by Parent CPA16 or Merger Sub to potential financing sources in connection with the issuance of shares of Parent Common Stock transactions contemplated by this Agreement will (a) in the Merger (as amended or supplemented from time to time, case of the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meetingeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) in the case of the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the CPA16 Stockholder Meeting is to be held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or (c) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Form S-4 and the Joint Proxy Statement Statement/Prospectus will (with respect to CPA16, its officers and directors and the CPA16 Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, ; provided that no representation or warranty is made by the Company with respect as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy StatementCPA14.

Information Supplied. None of the information supplied relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or to be supplied that is provided by the Company specifically and the Company Subsidiaries in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock transactions contemplated by this Agreement will (a) in the Merger (as amended or supplemented from time to time, case of the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to case of the Company’s stockholders, the “Proxy Statement”) will/Prospectus, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the mailing thereof or at the time the Company Stockholders MeetingShareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing; provided, that no representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information Statement/Prospectus that were not supplied by Parent or Merger Sub specifically for inclusion on behalf of the Company or incorporation by reference in the Form S-4 or the Proxy Statementany Company Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “"Form S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s 's stockholders, the “"Proxy Statement”") will, at the date the Proxy Statement it is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or of the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) The information relating to the Company and the Company Subsidiaries to be contained in the proxy statement relating to the matters to be submitted to the shareholders of the Company at the Company Special Meeting and the shareholders of Parent at the Parent Special Meeting (such joint proxy materials, and any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), the registration statement on Form S-4 (of which the Joint Proxy Statement/Prospectus will form a part) with respect to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock Shares in the Merger (as amended or supplemented from time to time, the “Form S-4”) willand any other documents filed or furnished with or to the SEC or pursuant to the Securities Act and the Irish Takeover Rules in each case in connection with the Merger will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the shareholders of the Company and at the time the Form S-4 is filed with the SEC, at declared effective (and any time it is amended amendment or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact supplement thereto) or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The Joint Proxy Statement Statement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of Parent) and any related documents will comply as to form in all material respects as to form with the requirements of the Exchange ActAct and the Securities Act and the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, the information relating to the Company and its Subsidiaries to be contained in the Irish Prospectus will not, on the date the Irish Prospectus is first made available to the public in accordance with the Irish Prospectus Regulations, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. Notwithstanding the foregoingforegoing provisions of this Section 3.13(a), no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in Statement/Prospectus, the Form S-4 or (if applicable) the Proxy StatementIrish Prospectus which were not supplied by or on behalf of the Company. (b) The information relating to Spinco, the Spinco Business and the proposed spin off of the Spinco Business (the “Spin Off”) to be contained in the draft registration statement on Form 10 relating to the Spin Off (the “Form 10”) and any other documents filed or furnished with or to the SEC or pursuant to the Securities Act in connection with the Spin Off will not, at the time the Form 10 is filed and declared effective under the Exchange Act, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. As of the Closing, the Form 10 shall be complete in such a manner (other than with respect to the approval of the Spin Off by the Board of Directors of Parent, the setting of a record date, the distribution date and the distribution ratio for the Spin Off and the execution of the agreements related to the Spin Off and related matters) that Spinco shall be in a position to request acceleration of the effectiveness of the Form 10 under the Exchange Act on the business day following approval of the Spin Off by the Board of Directors of Parent.

Information Supplied. (i) None of the information supplied or to be supplied by the Company specifically or on behalf of such Party for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) Parent’s Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as . (ii) None of the information supplied or to form be supplied by or on behalf of such Party for inclusion or incorporation by reference in all material respects the Proxy/Prospectus will, at the date the Proxy/Prospectus is mailed to stockholders of the Company or at the time of the meeting of stockholders of the Company to be held in connection with the requirements Merger (the “Company Stockholders Meeting”), contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the Exchange Act. Notwithstanding circumstances under which they are made, not misleading. (iii) None of the foregoinginformation supplied or to be supplied by or on behalf of such Party for inclusion or incorporation by reference in the Securities Note relating to the meeting of Parent’s shareholders to be held in connection with the Merger will, no at the date the Securities Note is mailed or otherwise furnished to shareholders of Parent, or at the time of the meeting of shareholders of Parent to be held in connection with the Merger (the “Parent Shareholders Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iv) No representation or warranty is made by the Company such Party with respect to information or statements made or incorporated by reference in the Form S-4 Registration Statement or the Proxy Statement Proxy/Prospectus based on information regarding the other Party or the other Party’s Affiliates supplied by Parent or Merger Sub specifically on behalf of the other Party or the other Party’s Affiliates for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of the (a) The information supplied or to be supplied by the Company specifically or on behalf of Parent for inclusion or incorporation by reference in the Registration Statement shall not (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 Registration Statement is filed with the SEC, (ii) at any time it is amended or supplemented and supplemented, or (iii) at the time it becomes is declared effective under by the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. . (b) The Proxy Statement will comply as information to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information be supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus shall not (i) at the time the Joint Proxy Statement/Prospectus is filed with the SEC, (ii) at the time it is mailed to the stockholders of the Company and Parent, (iii) at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, or (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (c) The information to be supplied by or on behalf of Parent for inclusion or incorporation by reference in the Schedule 13E-3 shall not (i) at the time the Schedule 13E-3 and/or the Joint Proxy Statement/Prospectus is filed with the SEC, (ii) at the time the Joint Proxy Statement/Prospectus is mailed to the stockholders of the Company and Parent, (iii) at the time of the Company Stockholder Meeting and the Parent Stockholder Meeting, or (iv) at any time the Schedule 13E-3 and/or the Joint Proxy Statement/Prospectus is amended or supplemented, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Parent or Merger Sub for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to timeS-4, the “Form S-4”) Offer Documents, the Schedule 14D-9 or the Information Statement, will, at the time the Form S-4 such document is filed with the SEC, at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s stockholders, and in the case of the S-4, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading misleading, or (bii) the Company Proxy Statement or the proxy statement relating to be sent to stockholders of the Company Stockholders Parent in connection with the Parent Stockholder Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Parent Proxy Statement”) ), as applicable, will, at the date the Proxy Statement it is first mailed to the Company Stockholders or the stockholders of the Company Parent (the “Parent Stockholders”), as applicable, and at the time of the Company Stockholders Meeting or Parent Stockholders Meeting, as applicable, or at the date of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The S-4, the Offer Documents, the Parent Proxy Statement and the Company Proxy Statement, at the date such Parent Proxy Statement or Company Proxy Statement is first mailed to stockholders and at the time of the Parent Stockholders Meeting or Company Stockholders Meeting, as applicable, , will comply as to form in all material respects with the requirements of the Exchange ActSecurities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty is made with respect to any information supplied by the Company with respect to statements made or any of its representatives which is contained or incorporated by reference in the Form S-4 or Offer Documents and the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Company Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form "S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to meeting of the Company’s stockholders, 's stockholders to be held in connection with the “Merger (the "Proxy Statement”") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the meeting of stockholders of the Company Stockholders Meetingto be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. The Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Merger will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company makes no representation, warranty or covenant with respect to statements made any information supplied or incorporated by reference in the Form S-4 or the Proxy Statement based on information required to be supplied by Parent or Merger Sub specifically for inclusion Acquisition which is contained in or incorporation by reference in omitted from any of the Form S-4 or the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Parent or Newco for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it the Form S-4, as amended or supplemented, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or misleading; (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) Statement will, at the date the Proxy Statement is first mailed to the stockholders of the Company and Parent, and at the time times of the meetings of stockholders of Company Stockholders Meetingand Parent to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are mademade not misleading; and (c) the Form S-1 will, at the time the Form S-1 is filed with the SEC and at the time the Form S-1, as amended or supplemented, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Proxy Statement Statement, insofar as it relates to the meeting of Parent's stockholders to vote on the Merger, will comply as to form in all material respects with the requirements provisions of the Exchange Act. Notwithstanding Act and the foregoingrules and regulations thereunder, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in and the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in and the Form S-4 or S-1 will comply as to form in all material respects with the Proxy Statementprovisions of the Securities Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to -------------------- be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in as required by the terms of this Agreement pursuant to the Merger (as amended or supplemented from time to time, the “Form "S-4”) will"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the proxy statement relating to the Company Stockholders Stockholder Meeting to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “"Proxy Statement”") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event in respect of the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no No representation or warranty is made by the Company under this Section 3.7 with respect to any statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by the Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in (a) the registration statement on Registration Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Registration Form S-4 is S-4, or any amendments or supplements thereto, are filed with the SEC, at any time it is amended SEC or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or misleading, (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) Statement will, at on the date the Proxy Statement it is first mailed to the stockholders of the Company Company, and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (c) any registration statement to be filed with the SEC by Parent in connection with the terms of the Note Exchange Agreement will, at the time such registration statement, or any amendments or supplements thereto, are filed with the SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement Registration Form S-4 and any registration statement to be filed with the SEC by Parent in connection with the terms of the Note Exchange Agreement will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, Parent and Merger Sub makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically on behalf of the Company for inclusion or incorporation by reference in any of the Form S-4 or the Proxy Statementforegoing documents.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent application for a California Permit in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger (as amended or supplemented from time to timetransactions contemplated hereby, including the “Form S-4”) disclosure documents relating thereto will, at the time the Form S-4 such application is filed with the SEC, at any time it is amended or supplemented Commissioner and at the time it becomes effective under the Securities ActFairness Hearing is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Information Statement provided to Company stockholders in connection with obtaining stockholder approval of the Merger (the "Information Statement") will, at the time it is mailed to the stockholders and at all times during which stockholder consents are solicited in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading and (iii) any materials or (b) the proxy statement relating information provided to the Company Stockholders Meeting (together stockholders in connection with any amendments thereof or supplements thereto, in each case an offer to purchase their shares of Company Common Stock as contemplated in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) Stockholders' Agreement will, at the date the Proxy Statement time it is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meetingall times during which such stockholders may elect to sell their shares to Parent, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement application for a California Permit will comply as to form in all material respects with the requirements provisions of the Exchange Act. Notwithstanding CSL, and the foregoingrules and regulations thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by Parent or Merger Sub specifically in writing for inclusion or incorporation by reference therein. (b) None of the information supplied in writing by Parent for inclusion or incorporation by reference in (i) the Form S-4 application for a California Permit will, at the time the such application is filed with the Commissioner and at the time the Fairness Hearing is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Information Statement will, at the time it is mailed to stockholders of Company and at all times that stockholder consents are being solicited in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The application for a California Permit will comply in all material respects with the provisions of the CSL and the rules and regulations thereunder, except that no representation is made by Parent with respect to statements made therein based on information supplied by Company in writing for inclusion or incorporation by reference in such application or the Proxy Information Statement. (c) The Company shall provide Parent with any and all information, including stockholder lists and stockholder addresses, that Parent may require to comply with Section 4(f) of the Stockholders' Agreement. None of the materials or information supplied in writing by the Company to Parent in connection with Parent's offer to purchase shares of Company Common Stock as contemplated in the Stockholders' Agreement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Other than the information and materials supplied in writing to Parent by the Company as set forth in the immediately preceding sentence, none of the materials or information provided to Company stockholders in connection with an offer to purchase their shares of Company Common Stock as contemplated in the Stockholders' Agreement will, at the time it is mailed to the stockholders and at all times during which such stockholders may elect to sell their shares to Parent, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. None of the information supplied or to be supplied -------------------- by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger Merger, or any of the amendments or supplements thereto (as amended or supplemented from time to timecollectively, the “"Form S-4”") -------- will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities ActAct and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the proxy statement relating to be distributed in connection with the Company Stockholders Meeting (together with Company's meeting of stockholders to vote upon this Agreement or any of the amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholderssuch proxy statement (collectively, the “"Proxy Statement”) "), will, at the date the Proxy Statement it is first --------------- mailed to the Company's stockholders of the Company and at the time of the Company Stockholders Meetingmeeting of the Company's stockholders held to vote on approval of this Agreement, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting (as defined herein) which has become false or misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement. The Proxy Statement and the Form S-4 or will comply as to form in all material respects with the Proxy Statementrequirements of the Exchange Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied relating to REIT II, Merger Sub or to be supplied any other REIT II Subsidiary contained or incorporated by reference in the Company specifically Joint Proxy Statement or the Form S-4 or that is provided by REIT II, Merger Sub or any other REIT II Subsidiary in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be any document filed with the SEC by Parent any other Governmental Authority in connection with the issuance of shares of Parent Common Stock transactions contemplated by this Agreement will (a) in the Merger (as amended or supplemented from case of the Joint Proxy Statement, at the time to time, of the “Form S-4”) willinitial mailing thereof; at the time of the REIT II Stockholders Meeting, at the time the Form S-4 is filed with declared effective by the SEC, at any time it is amended SEC or supplemented and at the time it becomes effective under the Securities ActREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders case of the Company and Form S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the REIT Merger or the other transactions contemplated by this Agreement, at the time of its filing with the Company Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement All documents that REIT II is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT II, its officers, directors and partners and the REIT II Subsidiaries (or other information supplied by or on behalf of REIT II or any REIT II Subsidiaries for inclusion therein) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, ; provided that no representation or warranty is made by the Company with respect as to statements made or incorporated by reference in the Form S-4 by or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.behalf of REIT I.

Information Supplied. (i) None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of the Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 (as defined in Section 5.1) is filed with the SEC, at any time it is amended or supplemented and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or and (bB) the proxy statement relating Proxy Statement/Prospectus (as defined in Section 5.1) included in the Form S-4 related to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, as defined in each case Section 5.1) and the Parent Common Stock to be issued in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) Merger will, at on the date the Proxy Statement it is first mailed to the stockholders of the Company and or at the time of the Company Stockholders Meeting, (x) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (y) be false or misleading with respect to any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act. . (ii) Notwithstanding the foregoingforegoing provisions of this Section 3.1(e), no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of the (a) The information supplied or to be supplied by the Company specifically or on behalf of IMOS for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to timeF-4, the “Form S-4”) willF-6 or the Form 8-A, shall not at the time the Form S-4 F-4, the Form F-6 or the Form 8-A is filed with the SEC, at any time it is amended or supplemented and supplemented, or at the time it becomes the Form F-4, the Form F-6 or the Form 8-A is declared effective under by the Securities ActSEC, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in any such document or necessary in order to make the statements thereinin any such document, in light of the circumstances under which they are made, not misleading or misleading. (b) The information to be supplied by or on behalf of IMOS for inclusion or incorporation by reference in (i) the proxy statement relating to Schedule 13E-3, (ii) the Company Stockholders Meeting Proxy Statement/Prospectus, and (iii) any filing by ChipMOS Taiwan with the Financial Supervisory Commission, the Central Bank of the ROC, the TSEC, and the Hsinchu Science Park Administration in respect of the Merger, including the required financial statements (together with any amendments thereof or supplements theretosupplements, and together with any other filings by ChipMOS Taiwan in each case in respect of the form or forms mailed to the Company’s stockholdersMerger, the “ChipMOS Taiwan Disclosure Documents”) will (A) in the case of the Schedule 13E-3 and the Proxy Statement”) will/Prospectus, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders filing thereof, at the time of the mailing of the Proxy Statement/Prospectus to the IMOS Shareholders, at the time of the IMOS Shareholder Meeting, and at the Effective Time, and (B) in the case of each of the ChipMOS Taiwan Disclosure Documents, at the time of the filing thereof, at the time of the mailing thereof to the ChipMOS Taiwan Shareholders, at the time of the ChipMOS Taiwan Shareholder Meeting and at the Effective Time, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein in any such document or necessary in order to make the statements thereinin any such document, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, IMOS makes no representation or warranty is made by the Company with respect to statements made any information supplied by ChipMOS Taiwan which is contained or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in Schedule 13E-3, the Form S-4 or F-4, the Form F-6, the Form 8-A, the Proxy Statement/Prospectus and the ChipMOS Taiwan Disclosure Documents (collectively, the “Disclosure Filings”).

Information Supplied. None of the information supplied provided or to be supplied provided by the Company specifically or its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended including any amendments or supplemented from time to timesupplements, the “Form S-4S- 4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading; provided, in light that, with respect to projected financial information provided by or on behalf of the circumstances under which they are Company, the Company represents only that such information was prepared in good faith by management of the Company on the basis of assumptions believed by such management to be reasonable as of the time made, not misleading . None of the information provided by the Company or (b) its Subsidiaries for inclusion or incorporation by reference in the proxy statement relating to the Company Stockholders Stockholders’ Meeting and the proxy statement relating to the Parent Shareholders’ Meeting which are a part of the Form S-4 (together with any amendments thereof or supplements theretosuch proxy statements together, in each case in the form as amended or forms mailed supplemented from time to the Company’s stockholderstime, the “Joint Proxy Statement”) will, at the date the Proxy Statement it is first mailed to the Company’s stockholders of the Company and or Parent’s shareholders or at the time of the Company Stockholders Stockholders’ Meeting or the Parent Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, that, with respect to projected financial information provided by or on behalf of the Company, the Company represents only that such information was prepared in good faith by management of the Company on the basis of assumptions believed by such management to be reasonable as of the time made. The Joint Proxy Statement (other than the portion thereof relating solely to the Parent Shareholders’ Meeting) will comply as to form in all material respects with the requirements of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoingforegoing provisions of this Section 3.8, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information that were not supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in on behalf of the Form S-4 or the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in as required by the terms of this Agreement pursuant to the Merger (as amended or supplemented from time to time, the “Form "S-4”) will"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the proxy statement relating to the Company Stockholders Stockholder Meeting to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”"PROXY STATEMENT") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event in respect of the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no No representation or warranty is made by the Company under this Section 3.7 with respect to any statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the information supplied or to be supplied by Exchange Act and any other applicable Law; and the Company specifically for inclusion or incorporation by reference in (a) Offer Documents will not, at the registration statement on Form S-4 to be respective times they are filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to timepublished, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended sent or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed given to the Company’s 's stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is hereby made by Parent or Sub with respect to any information supplied by the Company in writing for inclusion in, or with respect to statements made the Company information derived from the Company's public SEC filings which is included or incorporated by reference in in, the Form S-4 Offer Documents. None of the information supplied or the Proxy Statement based on information to be supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If any time prior to the Effective Time any event with respect to Parent or Sub, or with respect to any information supplied by Parent or Sub for inclusion in the Form S-4 Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Sub shall so describe the event to the Company.

Information Supplied. None of the The information supplied or relating to be supplied by the Company specifically for inclusion set forth in the proxy statement relating to the Company Stockholders' Meeting, as amended or incorporation by reference supplemented from time to time (as so amended and supplemented, the "Proxy Statement") included in (a) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (Merger, as amended or supplemented from time to timetime (as so amended and supplemented, the “Form S-4”) will"Registration Statement"), at except as the time the Form S-4 is filed Company shall otherwise advise in writing, complies in all material respects with the SECrequirements of the Securities Act and will not, at taken together with any time it is amended or supplemented and additional information supplied by the Company expressly for inclusion therein, on the date of its filing or, in the case of the Registration Statement, at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as , and any other documents to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made be filed by the Company or information supplied in writing by the Company to be included in documents to be filed by Parent with respect to statements made any Governmental or incorporated by reference Regulatory Authority in connection with the Merger and the other transactions contemplated hereby will not, on the date of its filing or, in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or case of the Proxy Statement, at the date it is mailed to stockholders and at the time of the Company Stockholders' Meeting or at the time the stockholders' consent is effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Purchaser set forth in Section 5.4, neither the Schedule 14D-9 nor any information supplied (or to be supplied supplied) in writing by or on behalf of the Company specifically for US_ACTIVE:\44126911\17\77626.0003 inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be Offer Documents will, at the respective times the Schedule 14D-9, the Offer Documents, or any amendments or supplements thereto, are filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time they are first published, sent or given to stockholders of the Form S-4 is filed with Company, or on the SECOffer Expiration Date, at any time it is amended or supplemented and at as the time it becomes effective under the Securities Actcase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating misleading. Subject to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, accuracy of the representations and warranties of Parent and Purchaser set forth in each case in the form or forms mailed Section 5.4 and to the Company’s stockholdersextent prepared prior to the Offer Closing, neither the Proxy Statement, the “Proxy 14f-1 Disclosures nor the Information Statement”) will, at as applicable, will on the date the Proxy Statement it is first mailed to the stockholders of the Company and and, with respect to the Proxy Statement, if applicable, at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D‑9, the 14f-1 Disclosures and the Proxy Statement or the Information Statement, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. Notwithstanding the foregoing, the Company makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by or on behalf of Parent or Merger Sub specifically Purchaser for inclusion or incorporation by reference in the Form S-4 Proxy Statement, the 14f-1 Disclosures or the Proxy Information Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form "FORM S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it the Form S-4, as amended or supplemented, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or misleading; (b) the proxy statement relating to the meetings of Company Stockholders Meeting and Parent stockholders to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”"PROXY STATEMENT") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and Parent, and at the time of the meeting of stockholders of Company Stockholders Meetingand Parent to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are mademade not misleading and (c) the Registration Statement on Form S-1 (the "FORM S-1") to be filed with the SEC by Parent with respect to the Public Offering (as defined in Section 4.4) will, at the time the Form S-1 is filed with the SEC and at the time the Form S-1, as amended or supplemented, becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading based upon information furnished by or on behalf of Company and Company's majority stockholder, The Second Cup Ltd., a corporation organized under the laws of Ontario, Canada ("SECOND CUP"). The Proxy Statement Statement, insofar as it relates to the meeting of Company's stockholders to vote on the Merger will comply as to form in all material respects with the requirements provisions of the Exchange Act. Notwithstanding Act and the foregoingrules and regulations thereunder, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in and the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in and the Form S-4 S-1 (to the extent that the Form S-1 contains information furnished by or on behalf of Company and Second Cup) will comply as to form in all material respects with the Proxy Statementprovisions of the Securities Act and the rules and regulations thereunder.

Information Supplied. None of the (i) The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to be filed with the SEC by Parent in connection with the issuance of which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (as amended or supplemented from time to time, the “Form S-4Registration Statement”) will, shall not at the time the Form S-4 Registration Statement is filed with declared effective by the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading. The information supplied or (b) to be supplied by the Company specifically for inclusion in the proxy statement relating to the Company Stockholders Meeting statement/prospectus or any amendment or supplement thereto (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) willto be included in the Registration Statement and to be sent to the stockholders of the Company in connection with the stockholders meeting to adopt this Agreement and approve the Merger (collectively, at the “Company Stockholders Meeting”) shall not, on the date the Proxy Statement is first mailed to the stockholders of the Company and or at the time of the Company Stockholders MeetingMeeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will will, at the time of the Company Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act. . (ii) Notwithstanding the foregoing, no representation or warranty is made by the Company makes no representations or warranties with respect to statements made information that has been or incorporated by reference in the Form S-4 or the Proxy Statement based on information will be supplied by Parent or Merger Sub Sub, or their auditors, attorneys, financial advisers, other consultants or advisers, specifically for inclusion use or incorporation by reference in the Form S-4 Registration Statement or the Proxy StatementStatement or any proxy solicitation materials sent to fund shareholders. (iii) Any proxy solicitation materials sent to fund shareholders pursuant to Section 5.3(c) shall not, on the date such proxy statement or other material is mailed to such shareholders or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Information Supplied. (a) None of the information supplied or to be supplied in writing by the Company specifically or on behalf of Parent or any Parent Subsidiary for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented and or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it becomes is first mailed to the holders of the Company Common Shares and the holders of the Parent Common Shares, at the time of the Company Shareholder Meeting and the Parent Shareholder Meeting, at the time the Form S-4 is declared effective under by the Securities ActSEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement All documents that Parent is responsible for filing with the SEC in connection with this Agreement, the Merger and the other Transactions, to the extent relating to Parent or any Parent Subsidiary or other information supplied by or on behalf of Parent or any Parent Subsidiary for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the requirements provisions of any applicable Law as to the Exchange Act. information required to be contained therein. (b) Notwithstanding anything to the foregoingcontrary in this Section 5.12, Parent makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based on upon information supplied to Parent by Parent or Merger Sub specifically for inclusion or incorporation by reference in on behalf of the Form S-4 or the Proxy StatementCompany.

Information Supplied. (a) None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 F-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock Ordinary Shares in the Merger (as amended or supplemented from time to time, the “"Form S-4”F-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and will at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or (bii) the proxy statement relating related to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to meeting of the Company’s stockholders, 's stockholders to be held in connection with the “Merger and the transactions contemplated by this Agreement (the "Proxy Statement”") will, at on the date the Proxy Statement it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders MeetingMeeting (as defined below), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement or Form F-4 relating to Parent or Merger Sub or based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. (b) None of the information supplied or to be supplied by the Company for inclusion in the Form S-4 Class 1 Shareholder Circular (which will include listing particulars under Part IV of the Financial Services Act ▇▇▇▇ ▇▇ the United Kingdom, as amended (the "FSA")) (the "Parent Disclosure Circular") will, on the date the Parent Disclosure Circular is first mailed to shareholders of Parent and at the time of the extraordinary general meeting of Parent shareholders (the "Parent Shareholder Meeting") to vote on approval of the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statementstatements therein, in light of the circumstances under which they were made, not misleading.

Information Supplied. None (a) The shareholder circular to be prepared by Parent and delivered to its shareholders in connection with the Parent Voting Proposals (the “Parent Shareholder Circular”) will, at the time it is first mailed to shareholders of Parent, be in accordance with facts and will not omit anything likely to affect the import of the information contained in such Parent Shareholder Circular. As of the time of the shareholder vote with respect to the Parent Voting Proposals, Parent shall have duly provided its shareholders, to the extent that Parent is obligated to do so, with all notices as to changes in relevant facts or circumstances since the delivery of the Parent Shareholder Circular that are necessary in order for such shareholders to duly vote upon the resolutions relating to the Parent Voting Proposals at such time. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to information supplied specifically by or to be supplied by on behalf of the Company specifically for inclusion or incorporation by reference in the Parent Shareholder Circular. (ab) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to timeThe Schedule TO, the “Form S-4”) will, at the time the Form S-4 is when filed with the SEC, and the Offer Documents, when distributed or disseminated to the Company’s shareholders, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at any the time it is amended of such filing, at the time of such distribution or supplemented dissemination and at the time it becomes effective under of consummation of the Securities ActOffer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the Table of Contents circumstances under which they are were made, not misleading misleading; provided that Parent and Merger Sub make no representation or warranty with respect to information supplied specifically by or on behalf of the Company for inclusion or incorporation by reference in the Schedule TO and the Offer Documents. (bc) the proxy statement relating The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Company Stockholders Meeting (together with in writing specifically for use in any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. The misleading (x) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement will comply as or any amendment or supplement thereto is first mailed to form shareholders of the Company and at the time such shareholders vote on adoption of this Agreement, and (y) in all material respects the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing with the requirements SEC of such Company Disclosure Document or any supplement or amendment thereto and at the Exchange Act. Notwithstanding time of any distribution or dissemination thereof to the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy StatementCompany’s shareholders.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 S--4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in Stock, Contingent Warrant Shares and Contingent Warrants as required by the terms of this Agreement pursuant to the Merger (as amended or supplemented from time to time, the “Form "S-4”) will"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or and (bii) the joint proxy statement relating to the Company Stockholders Parent Stockholder Meeting (together as defined in Section 6.3) and Company Stockholder Meeting (as defined in Section 6.4) to be held in connection with any amendments thereof or supplements thereto, in each case in the form or forms mailed to Merger (the Company’s stockholders, the “Proxy Statement”"JOINT PROXY STATEMENT") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and Parent and at the time of the Parent Stockholder Meeting and the Company Stockholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event in respect of the Company, its officers and directors, or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company and Parent. The Joint Proxy Statement Statement, insofar as it relates to the Parent Stockholder Meeting and the Company Stockholder Meeting, will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no No representation or warranty is made by the Company under this Section 3.7 with respect to any statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of The information relating to Parent, its Subsidiaries, US Holdco and the information supplied or Merger Subs to be supplied by contained in the Company specifically for inclusion or incorporation by reference in (a) Joint Proxy Statement/Prospectus and the registration statement on Form S-4 will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to be filed with the SEC by Parent in connection with the issuance of shares shareholders of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 (and any amendment or supplement thereto) is filed with the SEC, at any time it is amended declared effective or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Parent Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The Joint Proxy Statement Statement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of the Company) and the Form S-4 will comply as to form in all material respects as to form with the requirements of both the Exchange ActAct and the Securities Act and the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, the information relating to the Parent, its Subsidiaries, US Holdco and the Merger Subs to be contained in the Irish Prospectus will not, on the date the Irish Prospectus (and any amendment or supplement thereto) is first made available to the public in accordance with the Irish Prospectus Regulations, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. Notwithstanding the foregoingforegoing provisions of this Section 4.12, no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in Statement/Prospectus, the Form S-4 or (if applicable) the Proxy StatementIrish Prospectus which were not supplied by or on behalf of Parent.

Information Supplied. None (a) ▇▇▇▇-▇▇▇▇▇▇ and ▇▇▇▇▇ Fargo agree that none of the information supplied or to be supplied solely by the Company ▇▇▇▇-▇▇▇▇▇▇ or ▇▇▇▇▇ Fargo specifically for inclusion or incorporation by reference in the offering memorandum (athe "Offering Memorandum") or the registration statement on Form S-4 (the "Registration Statement") with respect to be filed with the SEC by Parent in connection with offer, sale and exchange of the issuance senior subordinated notes of shares Newco which shall constitute part of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) Financing will, at the time the Form S-4 Offering Memorandum is first distributed to potential investors or the Registration Statement is filed with the SECSecurities and Exchange Commission, or at any time it the Offering Memorandum or Registration Statement is amended supplemented or supplemented and amended, or at the time it the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or as necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or misleading. (b) Loomis and the proxy statement relating Loomis Stockholders Trust agree that none of the information supplied or to be supplied solely by Loomis or the Loomis Stockholders Trust specifically for inclusion or incorporation by reference in the Offering Memorandum or the Registration Statement with respect to the Company Stockholders Meeting (together with any amendments thereof or supplements theretooffer, in each case in sale and exchange of the form or forms mailed to senior subordinated notes of Newco which shall constitute part of the Company’s stockholders, the “Proxy Statement”) Financing will, at the date time the Proxy Offering Memorandum is first distributed to potential investors or the Registration Statement is first mailed to filed with the stockholders of Securities and Exchange Commission, or at any time the Company and Offering Memorandum or Registration Statement is supplemented or amended, or at the time of the Company Stockholders MeetingRegistration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or as necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in as required by the terms of this Agreement (the "Share Issuance") pursuant to the Merger (as amended or supplemented from time to time, the “Form "S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the joint proxy statement relating to the Company Stockholders Stockholder Meeting (together as hereinafter defined) and the Parent Stockholder Meeting (as hereinafter defined) to be held in connection with any amendments thereof or supplements thereto, in each case in the form or forms mailed to Merger and the Company’s stockholders, Share Issuance (the “"Proxy Statement”") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time times of the Company Stockholders Meetingmeetings of stockholders to be held in connection with the Merger or the Share Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time, any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of the Company. The Proxy Statement Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the requirements provisions of the Exchange Act. Notwithstanding Act and the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed by the Buyer with the SEC by Parent Securities and Exchange Commission (the "Commission") in connection with the issuance registration of shares the Buyer Common Stock issuable upon conversion of Parent the Company Common Stock in the Merger, and any amendments thereto (the "Form S-4"), the proxy statement filed by the Company with the Commission in connection with the meeting of the Company's stockholders with respect to the Merger (the "Company Stockholders Meeting") or the proxy statement filed by the Buyer with the Commission in connection with the meeting of the Buyer's stockholders with respect to the Merger (the "Buyer Stockholders Meeting"), if any, and, in each case, any amendments or supplements thereto, either or both of which shall be the same as amended a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and any amendments or supplemented from time supplements thereto, collectively referred to timeherein as the "Proxy Statement/Prospectus"), will, (a) in the “case of the Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities ActAct or at the Effective Time, or (b) in the case of the Proxy Statement/Prospectus, (i) at the time of the mailing of the Proxy Statement/Prospectus and any amendments or supplements thereto, (ii) at the time of each of the Buyer Stockholders Meeting, if any, and the Company Stockholders Meeting, or (iii) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement Statement/Prospectus will comply comply, as of its mailing date, as to form in all material respects with all applicable law, including the requirements provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act"). Notwithstanding the foregoingforegoing provisions of this Section 3.4, the Company makes no representation or warranty is made by the Company with respect to the statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus, based on information supplied by Parent or Merger Sub specifically Buyer for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company Parent specifically for inclusion or incorporation by reference in (a) applications for the ISA Exemption Application, and/or the registration statement on Form S-4 to be filed with F-4 and the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) Israel Prospectus will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities ActAct and if applicable, when published under the ISL, respectively contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they are made. None of the information supplied or to be supplied by the Parent specifically for inclusion or incorporation by reference, not misleading or (b) in the notice and proxy statement relating of the general meeting of the Parent’s shareholders to be held in connection with the Merger (the “Parent Proxy Statement”, together with the Company Stockholders Meeting (together with any amendments thereof or supplements theretoProxy Statement, in each case in the form or forms mailed to the Company’s stockholdersa “Proxy Statement”, and together, the “Proxy Statements”, and the “Parent Shareholder Meeting”, respectively), or in the notice of the Company Shareholder Meeting and Company Proxy Statement”) , will, at the date the Proxy Statement is first mailed to the stockholders shareholders of the Company Parent or Company, and at the time of the Parent Shareholder Meeting or Company Stockholders Shareholder Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. The Proxy Statement information supplied or to be supplied by the Parent for inclusion in the Israel Prospectus, if applicable, will comply as to form in all material respects with the requirements provisions of the Exchange ActForm F-4. Notwithstanding the foregoingforegoing provisions of this Section ‎4.5, no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the ISA Exemption Application, the Form S-4 F-4, Israel Prospectus, the Proxy Statements, Parent Shareholder Meeting or the Proxy Statement based on Company Shareholder Meeting, which information or statements were not supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in on behalf of the Form S-4 or the Proxy StatementParent.

Information Supplied. None of the information supplied or to -------------------- be supplied by the Company specifically in writing for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form "S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to meeting of the Company’s stockholders, 's stockholders to be held in connection with the “Merger (the "Proxy Statement”") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the meeting of stockholders of the Company Stockholders Meetingto be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. The Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Merger will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company makes no representation, warranty or covenant with respect to statements made any information supplied or incorporated by reference in the Form S-4 or the Proxy Statement based on information required to be supplied by Parent or Merger Sub specifically for inclusion Acquisition that is contained in or incorporation by reference in omitted from any of the Form S-4 or the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by Enterprises, any of the Company specifically Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with Proxy Statement and the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger Registration Statement (as amended or supplemented from time to time, the “Form S-4”defined below in SECTION 8.1) will, to Enterprises' knowledge, at the time the Form S-4 Registration Statement is filed with the Securities and Exchange Commission (the "SEC, at any time it is amended or supplemented ") and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, except for such statements or omissions as would not have a Material Adverse Effect on Enterprises and the Remaining Subsidiaries, taken as a whole, or on TPIR, TPIE, TPII and the TPIR Subsidiaries, taken as a whole; provided, however, that Enterprises is given a reasonable opportunity to review such information prior to filing and effectiveness. The Proxy Statement and the Registration Statement (except for such portions thereof that relate only to or contain information supplied by Shoney's), to Enterprises' knowledge, will comply as to form in light all material respects with the provisions of the circumstances under Securities Act and the Exchange Act and the rules and regulations thereunder. None of the information furnished by Enterprises, any of the Remaining Subsidiaries, TPIR, TPIE, TPII or any TPIR Subsidiary in connection with this Agreement or the consummation of the transactions contemplated by this Agreement (which they are made, not misleading or (b) the proxy statement relating information is described on SCHEDULE 5.11 to the Company Stockholders Meeting (together with any amendments thereof Enterprises Disclosure Letter), to Enterprises' knowledge, contains or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, will contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements thereinany information so furnished, in light of the circumstances under which they are madeit is so furnished and as of the date it was furnished, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

Information Supplied. None of the All information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Subsidiaries (a) soliciting approval from the registration statement on Form S-4 shareholders of the Company for either the issuance and sale of the Debentures or for any act of the Company to be filed with the SEC by Parent taken in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to timetransactions contemplated under this Amended Agreement will not, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, either at the date the Proxy Statement is first mailed (or otherwise disseminated) to the stockholders of the Company and such shareholders or at the time of the meeting of shareholders of the Company Stockholders Meetingto be held in connection with the transactions contemplated by this Amended Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (b) disclosed in any report or document filed with the SEC as required under the Exchange Act or the Securities Act in connection with the transactions contemplated hereunder will not, either at the time such report or document (or any amendment thereto) is filed with the SEC or at the time it becomes effective under the Securities Act or supplied to the Purchaser or to shareholders of the Company or any of their respective representatives or advisers in connection with the transactions contemplated by this Amended Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Proxy Statement All information disseminated by the Company or FOHP-NJ in connection with the transactions contemplated by this Amended Agreement will comply as to form in all material respects with the requirements all applicable laws, including all relevant provisions of the Securities Act and the Exchange Act. Notwithstanding Act and the foregoingrules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically the Purchaser for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in as required by the terms of this Agreement (the "SHARE ISSUANCE") pursuant to the Merger (as amended or supplemented from time to time, the “Form "S-4”) will"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are were made, not misleading or misleading, and (bii) the proxy statement relating to the Company Stockholders Stockholder Meeting (together as hereinafter defined) and the Parent Stockholder Meeting (as hereinafter defined) if required to be held in connection with any amendments thereof or supplements thereto, in each case in the form or forms mailed to Merger and the Company’s stockholders, Share Issuance (the “Proxy Statement”"PROXY STATEMENT") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time times of the Company Stockholders Meetingmeetings of stockholders to be held in connection with the Merger or the Share Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required in the view of counsel to the Company to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the requirements provisions of the Exchange Act. Notwithstanding Act and the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to which Company Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) shall (i) when filed with the SEC or other regulatory agency, (ii) when it is declared effective by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and (iii) at the time it becomes effective under the Securities ActEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (b) misleading. None of the proxy statement relating information to be supplied by the Company Stockholders Meeting for inclusion in the Proxy Statement shall (together i) when filed with the SEC or other regulatory agency, (ii) when it (or any amendments amendment thereof or supplements supplement thereto, in each case in the form or forms ) is mailed to the Company’s stockholdersholders of the Parent Capital Stock or Company Stock, the “Proxy Statement”(iii) will, at the date the Proxy Statement is first mailed to the stockholders times of each of the Company Shareholders’ Meeting and the Parent Shareholders’ Meeting, and (iv) at the time of the Company Stockholders MeetingEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The If at any time prior to the Effective Time, any material event with respect to the Company, or with respect to information supplied by the Company specifically for inclusion in the Proxy Statement or Registration Statement, shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement or Registration Statement, such event shall be so described by the Company and promptly provided to the Parent. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or other information supplied by the Company for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the requirements provisions of any Legal Requirement as to the Exchange Actinformation required to be contained therein. Notwithstanding the foregoing, foregoing the Company makes no representation or warranty is made by the Company with respect to statements made the information supplied or incorporated to be supplied by reference the Parent or its Affiliates for inclusion in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Registration Statement.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with (including the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”Joint Proxy Statement/Prospectus) willwill not, at the time the Form S-4 (and any amendment or supplement thereto) is filed with declared effective, on the SEC, at any time it is amended or supplemented and at date that the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Joint Proxy Statement”) will, at the date the Proxy Statement /Prospectus is first mailed to the stockholders of the Company and at the time stockholders of Parent, or on the date of the Company Stockholders Stockholder Meeting or the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, except that, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by Parent or Merger Sub specifically for inclusion therein. Notwithstanding the foregoing, the Company makes no representation or incorporation warranty with respect to any information supplied by reference Parent, the Acquisition Subs or any of their Representatives for inclusion in the Form S-4 Joint Proxy Statement/Prospectus. For purposes of the Joint Proxy Statement/Prospectus, any information concerning or related to the Company, its Affiliates, or the Proxy StatementCompany Stockholder Meeting will be deemed to have been provided by the Company, and any information concerning or related to Parent, its Affiliates, or the Parent Stockholder Meeting will be deemed to have been provided by Parent.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of the Company specifically Newco Parties for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) S-11 will, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented and or at the time such document is declared effective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it becomes is first mailed to the common stockholders of Nova I or Nova II, at the time of the Nova I Stockholders Meeting or Nova II Stockholders Meeting, at the time the Form S-4 is declared effective under by the Securities ActSEC or at the Nova I Merger Effective Time or Nova II Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under in which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement All documents that the Newco Parties are responsible for filing with the SEC in connection with the REIT Mergers, to the extent relating to the Newco Parties or other information supplied by or on behalf of the Newco Parties for Table of Contents inclusion therein, will comply as to form form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the requirements provisions of applicable Law as to the Exchange Actinformation required to be contained therein. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect The representations and warranties contained in this Section 4.04(e) will not apply to statements made or incorporated by reference omissions included in the Form S-11, Form S-4 or the Proxy Statement to the extent based on upon information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in to the Form S-4 or Newco Parties on behalf of the Proxy StatementOther Parties.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 No written statement, certificate, instrument, or other writing provided by SGV to be filed with the SEC by Parent IndyMac in connection with the issuance due diligence of shares SGV undertaken by IndyMac prior to the date of Parent Common Stock in this Agreement and referenced on Exhibit A to the Merger (as amended or supplemented from time to timerepresentation letter of management of SGV delivered with this Agreement, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain contains any untrue statement of material fact, or omits to state a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading materially misleading. No other written statement, certificate, instrument, or (b) other writing provided by SGV to IndyMac in connection with the proxy statement relating due diligence of SGV undertaken by IndyMac prior to the Company Stockholders Meeting (together with date of this Agreement contains any amendments thereof inaccuracies such that the aggregate effect of such inaccuracies has, or supplements theretois reasonably likely to have, in each case a SGV Material Adverse Effect. No written statement, certificate, instrument, or other writing, including the information included in the form SGV Disclosure Memorandum, furnished or forms mailed to the Company’s stockholdersbe furnished by any SGV Entity or any Affiliate thereof to IndyMac, the “Proxy Statement”) willpursuant to this Agreement or any other document, at the date the Proxy Statement is first mailed agreement, or instrument referred to the stockholders of the Company and at the time of the Company Stockholders Meetingherein, contains or will contain any untrue statement of a material fact fact, or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not materially misleading. (b) The information included in Section 6.23(b) of the SGV Disclosure Memorandum is correct and complete as of or at the date indicated therein. (c) None of the information supplied or to be supplied by SGV or any Affiliate for inclusion in the Registration Statement to be filed by SGV with the SEC will, when the Registration Statement becomes effective, shall be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by SGV or any Affiliate for inclusion in the Joint Proxy Statement to be mailed to each Party's stockholders in connection with the Stockholders' Meetings, and any other documents to be filed by SGV or any Affiliate with the SEC in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement, when first mailed to the Parties' respective stockholders, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The , or, in the case of the Joint Proxy Statement or any amendment thereof or supplement thereto, at the time of the Stockholders' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meetings. All documents that any SGV Entity or any Affiliate thereof is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the requirements provisions of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementapplicable Law.

Information Supplied. None of the information supplied relating to REIT I or to be supplied any REIT I Subsidiary contained or incorporated by reference in the Company specifically REIT I Proxy Statement or the Form S-4 or that is provided by any of REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be any document filed with the SEC by Parent any other Governmental Authority in connection with the issuance of shares of Parent Common Stock transactions contemplated by this Agreement will (a) in the Merger (as amended or supplemented from case of the REIT I Proxy Statement, at the time to timeof the initial mailing thereof, at the “Form S-4”) willtime of the REIT I Shareholders Meeting, at the time the Form S-4 is filed with declared effective by the SEC, at any time it is amended SEC or supplemented and at the time it becomes effective under the Securities ActMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to case of the Company’s stockholders, the “Proxy Statement”) will, at the date the REIT I Proxy Statement is first mailed or with respect to any other document to be filed by REIT I with the stockholders of SEC in connection with the Company and Merger or the other transactions contemplated by this Agreement, at the time of its filing with the Company Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement All documents that REIT I is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the extent relating to REIT I, its officers, directors and partners and the REIT I Subsidiaries (or other information supplied by or on behalf of REIT I or any REIT I Subsidiaries for inclusion therein) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing; provided, that no representation or warranty is made by the Company with respect as to statements made or incorporated by reference in by or on behalf of the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy StatementNNN REIT Parties.

Information Supplied. None of the information (a) supplied or to be supplied by or on behalf of the Company specifically or any of its Subsidiaries for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance registration under the Securities Act of the shares of Parent Common Stock to be issued in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 S-4, or any amendment or supplement to it, is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or and (b) included or incorporated in the proxy statement to be sent to the shareholders of the Company (the “Company Shareholders”) relating to the Company Stockholders Shareholders’ Meeting (together with any amendments thereof as amended or supplements thereto, in each case in the form or forms mailed supplemented from time to the Company’s stockholderstime, the “Proxy Statement”) will, at the date the Proxy Statement it, or any amendment or supplement to it, is first mailed to the stockholders of the Company and Shareholders or at the time of the Company Stockholders Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading; provided that no representation or warranty is made by the Company in this Section 3.11 regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy StatementICL and other applicable Law.

Information Supplied. None Subject to the accuracy of the representations and warranties of Partnership and Partnership GP, set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended SEC or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (b) the Schedule 13E-3 will, at the time the Schedule 13E-3, or any amendment thereto, is filed with the SEC and on the date the Schedule 13E-3 or any amendment thereto is first mailed to Common Unitholders, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, and (bc) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement will, on the date it is first mailed to the stockholders of the Company Common Unitholders, and at the time of the Company Stockholders Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement, the Registration Statement and the Schedule 13E-3 will comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable. Notwithstanding the foregoing, Parent makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically on behalf of Partnership for inclusion or incorporation by reference in any of the Form S-4 or the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied in writing by the Company specifically NEON for inclusion or incorporation by reference in (a) the registration statement on Form S-4 (together with any amendments or supplements thereto, the "REGISTRATION STATEMENT") and the proxy statement/prospectus included therein (together with any amendments or supplements thereto, the "PROXY STATEMENT") relating to be filed with the SEC by Parent issuance of Globix Common Stock in connection with the issuance of shares of Parent Common Stock Merger, the NEON Stockholders Meeting and the Globix Stockholders Meeting (if applicable) with the Securities and Exchange Commission (the "SEC") will (A) in the Merger (as amended or supplemented from time to timecase of the Registration Statement, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, or (B) in light the case of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company mailing of the Proxy Statement, at the time of the NEON Stockholders MeetingMeeting and the Globix Stockholders Meeting (if applicable) and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the NEON Stockholders Meeting or Globix Stockholders Meeting (if applicable) which has become false or misleading. If at any time prior to the Effective Time any event with respect to NEON, its officers and directors or any of its Subsidiaries shall occur which is required to be described in the Proxy Statement or the Registration Statement, such event shall be so described, and an appropriate amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of NEON and Globix. The Proxy Registration Statement will comply (with respect to NEON) as to form in all material respects with the requirements provisions of the Securities Act, and the Proxy Statement will comply (with respect to NEON) as to form in all material respects with the provisions of the Exchange Act. Notwithstanding the foregoingforegoing provisions of this Section 3.1(g), no representation or warranty is made by the Company NEON with respect to statements made or incorporated by reference in the Form S-4 Proxy Statement or the Proxy Registration Statement based on information supplied in writing by Parent Globix or Merger Sub specifically for inclusion or incorporation by reference in therein. For purposes of the Form S-4 foregoing, it is understood and agreed that information concerning or related to NEON and the Proxy StatementNEON Stockholders Meeting will be deemed to have been supplied by NEON and information concerning or related to Globix and Merger Sub and the Globix Stockholders Meeting (if applicable) shall have been supplied by Globix.

Information Supplied. (a) None of the information supplied or to be supplied by the Company specifically any Buyer Entity or any Affiliate thereof for inclusion or incorporation by reference in (a) the registration statement on Form S-4 Registration Statement to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed Buyer with the SEC, at will, when the Registration Statement becomes effective, be false or misleading with respect to any time it is amended or supplemented and at the time it becomes effective under the Securities Actmaterial fact, contain any untrue statement of a material fact or omit to state any material fact required necessary to make the statements therein not misleading. (b) None of the information supplied or to be stated therein supplied by any Buyer Entity or any Affiliate thereof for inclusion in the Joint Proxy Statement/Prospectus to be mailed to each Party's stockholders in connection with the Stockholders' Meetings, and any other documents to be filed by any Buyer Entity or any Affiliate thereof with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement/Prospectus, when first mailed to the stockholders of Target and stockholders of Buyer, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading misleading, or, in the case of the Joint Proxy Statement/Prospectus or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments amendment thereof or supplements supplement thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders MeetingStockholders' Meetings, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required necessary to be stated therein correct any statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meetings. (c) All documents that any Buyer Entity or necessary any Affiliate thereof is responsible for filing with any Regulatory Authority in order to make connection with the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement transactions contemplated hereby will comply as to form in all material respects with the requirements provisions of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementapplicable Law.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in the Joint Proxy Statement and the Registration Statement will not, (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, case of the “Form S-4”) willRegistration Statement, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented and or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinfact, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading, and (b) in the case of the Joint Proxy Statement, as of the date the Joint Proxy Statement is first mailed to the stockholders of the Company and the stockholders of Parent, and at the time of the Company Special Meeting and the Parent Special Meeting, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not false or misleading, or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Special Meeting or the Parent Special Meeting that has become false or misleading. Notwithstanding the foregoing sentence, the Company makes no representation or warranty with respect to any information supplied by Parent, Merger Subs or any of their Representatives for inclusion in any of the foregoing documents. The information supplied by the Company for inclusion in the Joint Proxy Statement and the Registration Statement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act, the Exchange Act. Notwithstanding Act and the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent Buyer in connection with the issuance of shares of Parent Buyer Common Stock in the Merger (as amended or supplemented from time to time, the “"Form S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading or (bii) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) Statement will, at the date the Proxy Statement it is first mailed to the Company's stockholders of the Company and or at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Company Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by Parent or Merger Sub Buyer specifically for inclusion or incorporation by reference in the Form S-4 or the Company Proxy Statement. At the time of the filing of any disclosure document filed after the date hereof pursuant to the Securities Act, the Exchange Act or any state securities law (each a "Company Disclosure Document") other than the Company Proxy Statement, each such Company Disclosure Document (as supplemented or amended) will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (as amended including any amendments or supplemented from time to timesupplements, the “Form S-4Registration Statement”) willshall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Joint Proxy Statement”) /Prospectus will, at the date the Proxy Statement it is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that, in the case of clause (a) and (b), no representation or covenant is made by the Company with respect to the statements made therein based on information supplied by Parent specifically for inclusion or incorporation by reference therein. The Subject to the accuracy of the Registration Statement and the first sentence of Section 5.8, the Joint Proxy Statement/Prospectus and the Registration Statement will comply as to form in all material respects with with, as applicable, the requirements provisions of the Exchange Act and the Securities Act. Notwithstanding , respectively, and the foregoingrules and regulations thereunder; provided, however, that no representation or warranty covenant is made by the Company with respect to the statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by Parent Parent, Merger Sub or Merger LLC Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) applications for Tax Rulings, the ISA Exemption Application, and/or the registration statement on Form S-4 F-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger SEC, and any amendment or supplement thereto (as amended or supplemented from time to time, the “Form S-4F-4”) and the Israel Prospectus (if applicable) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities ActAct and when published under the ISL, respectively contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein not misleading in light of the circumstances under which they are made. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference, not misleading or (b) in the notice and proxy statement relating to of the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to general meeting of the Company’s stockholders, shareholders to be held in connection with the Merger (the “Company Proxy Statement” and the “Company Shareholder Meeting”) , respectively), or in the notice of the Parent Shareholder Meeting and Parent Proxy Statement (as defined below), will, at the date the Proxy Statement is first mailed to the stockholders shareholders of the Company or Parent and at the time of the Company Stockholders Shareholder Meeting or Parent Shareholder Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. The Proxy Statement information supplied or to be supplied by the Company for inclusion in the Form F-4 and the Israel Prospectus will comply as to form in all material respects with the requirements provisions of Form F-4. The Company Proxy Statement will comply in all material respects with the provisions of Applicable Law and the charter documents of the Exchange Act. Notwithstanding the foregoingCompany, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement therein based on information supplied by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference in the Company Proxy Statement. Notwithstanding the foregoing provisions of this Section 3.5, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the ISA Exemption Application, Form S-4 or F-4, Israel Prospectus (if applicable), the Proxy StatementStatements (as defined below), Company Shareholder Meeting, the Parent Shareholder Meeting or any filing made to Swiss regulators, which information or statements were not supplied by or on behalf of the Company.

Information Supplied. None of The information relating to Parent and its subsidiaries included in the information supplied Proxy Statement/Prospectus, the Form S-4, and any other documents filed or furnished with or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time pursuant to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act or the Exchange Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in connection with the form Merger shall not, on the date the Form S-4 is declared effective (and any amendment or forms supplement thereto), the date the Proxy Statement/Prospectus is mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. No representation is made by Parent with respect to statements made in the Proxy Statement/Prospectus, the Form S-4 or any other document filed or furnished with or to the SEC or pursuant to the Securities Act or the Exchange Act based on information supplied by the Company expressly for inclusion therein. The portions of the Proxy Statement will Statement/Prospectus relating to Parent shall comply as to form in all material respects with the requirements provisions of the Exchange Act, the Securities Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference The information included in the Form S-4 F-6 shall not, on the date the Form F-6 or any amendments or supplements thereto is filed with the Proxy Statement based on information supplied by Parent SEC, contain any untrue statement of a material fact or Merger Sub specifically for inclusion omit to state any material fact required to be stated therein or incorporation by reference necessary in order to make the statements therein, in the Form S-4 or light of the Proxy Statementcircumstances under which they are made, not misleading.

Information Supplied. None of the information supplied or to be supplied in writing by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 application for a permit to issue securities (the "CSL PERMIT") to be filed with the SEC by Parent Commissioner of Corporations of the State of California (the "COMMISSIONER") pursuant to Section 25121 of the CSL, in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger transactions contemplated hereby, including the disclosure documents relating thereto (as amended or supplemented from time to time, the “Form S-4”"PERMIT APPLICATION") will, at the time the Form S-4 Permit Application is filed with the SEC, at any time it is amended or supplemented Commissioner and at the time it becomes effective under the Securities ActFairness Hearing is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light (ii) any registration statement on Form S-4 of Parent pursuant to which the shares of Parent Common Stock issuable as part of the circumstances under which they are made, not misleading or (b) Merger Consideration will be registered with the proxy statement relating SEC pursuant to the Company Stockholders Meeting 1933 Act (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”"REGISTRATION STATEMENT") will, at the date time the Proxy Registration Statement is first or any amendment or supplement becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) the information provided to Stockholders in the Soliciting Materials will, at the time they are mailed to the stockholders of the Company Stockholders and at all times during which stockholder consents are solicited in connection with the time of the Company Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in as required by the terms of this Agreement (the "SHARE ISSUANCE") pursuant to the Merger (as amended or supplemented from time to time, the “Form "S-4”) will"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the proxy statement relating to the Company Stockholders Stockholder Meeting (together as hereinafter defined) and the Parent Stockholder Meeting (as defined in Section 4.5) to be held in connection with any amendments thereof or supplements thereto, in each case in the form or forms mailed to Merger and the Company’s stockholders, Share Issuance (the “Proxy Statement”"PROXY STATEMENT") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time times of the Company Stockholders Meetingmeetings of stockholders to be held in connection with the Merger or the Share Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Proxy Statement Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the requirements provisions of the Exchange Act. Notwithstanding Act and the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended such Form S-4, and any amendments or supplemented from time to timesupplements thereto, the “Form "S-4”") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the joint proxy statement statement/prospectus relating to the matters to be submitted to the Company's stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent's stockholders at the Parent Stockholders Meeting (together with such joint proxy statement/prospectus, and any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”"JOINT PROXY STATEMENT/PROSPECTUS") will, at the date the Proxy Statement is first mailed to the stockholders of the Company and Parent and at the time times of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. The Joint Proxy Statement Statement/Prospectus, insofar as it relates to the Company Stockholders Meeting, will comply comply, as of its mailing date, as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company makes no representation, warranty or covenant with respect to statements made any information supplied or incorporated by reference in the Form S-4 or the Proxy Statement based on information required to be supplied by Parent or Merger Sub specifically for inclusion Acquisition which is contained in or incorporation omitted from any of the foregoing documents or which is incorporated by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None The information provided by Parent, its Subsidiaries or any third party acting on behalf of the information supplied Parent or any of its Subsidiaries contained in or to be supplied by the Company specifically for inclusion contained in, or incorporation incorporated by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to timein, the “Form S-4”) willProxy Statement, at the time the Form S-4 is filed with the SEC, at including any time it is amended amendments or supplemented supplements thereto and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact other document incorporated or omit to state any material fact required to be stated therein or necessary to make the statements referenced therein, in light of the circumstances under which they are madewill not, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at on the date the Proxy Statement is first mailed to the stockholders shareholders of the Company and or at the time of the Company Stockholders Shareholders’ Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoingforegoing provisions of this Section 4.9(a), no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the Form S-4 Proxy Statement that were not supplied by or on behalf of Parent for use therein. In addition, Parent agrees to use reasonable best efforts to supplement the written information concerning Parent and its Subsidiaries provided pursuant to this Section 4.10 to the extent that any such information, to the Knowledge of Parent, contains any material misstatements of fact or omits to state any material fact necessary to make such information concerning the Company and its Subsidiaries, taken as a whole, not misleading in any material respect as promptly as reasonably practicable after gaining Knowledge thereof, and Parent shall have no liability to the Company or its Subsidiaries, or any other Person, pursuant to this Agreement to the extent that Parent provides such supplemental written information to the Company at least three (3) Business Days prior to the date the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in is first mailed to shareholders of the Form S-4 or the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Parties for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger Proxy Statement will, in the case of the definitive proxy statement (as amended and any amendment or supplemented from time to time, the “Form S-4”) willsupplement thereto), at the time the Form S-4 is filed with the SEC, at date of mailing of such definitive proxy statement (and any time it is amended amendment or supplemented supplement thereto) and at the time it becomes effective under of the Securities Actmeeting of CPHI's stockholders convened for the purpose of soliciting stockholder approval of the Equity Financing and other applicable matters (the "CPHI Stockholders Meeting"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, not misleading or (b) misleading; provided, however, that CPHI shall have provided the Company Parties with the opportunity to review and comment on a draft of the definitive proxy statement relating (and any amendment or supplement thereto) at least three days prior to the Company Stockholders Meeting date on which such proxy statement (together with any amendments thereof or supplements amendment or supplement thereto, in each case as applicable) is filed with the SEC, or in the form or forms mailed to case of a registration statement, at the Company’s stockholders, time such registration statement becomes effective. None of the “Proxy Statement”) information supplied by the Company Parties expressly for inclusion in any of the filings made by CPHI with the SEC will, at the date time filed with the Proxy Statement is first mailed to SEC, or in the stockholders case of the Company and a registration statement, at the time of the Company Stockholders Meetingsuch registration statement becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects ; provided, however, that CPHI shall have provided the Company Parties with the requirements opportunity to review and comment on a draft of any such filings with the Exchange Act. Notwithstanding SEC (and any amendments or supplements thereto) at least three days prior to the foregoingdate on which such filings with the SEC (or amendments or supplements thereto, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementas applicable) are made.

Information Supplied. None of the information supplied contained in the Joint Proxy Statement or to be supplied that is provided by the Company specifically or any Subsidiary of the Company for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock Merger or the other transactions contemplated by this Agreement will (i) in the Merger (as amended or supplemented from time to time, case of the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) in the case of the Joint Proxy Statement, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (biii) the proxy statement relating with respect to any other document to be filed by the Company Stockholders Meeting (together with any amendments thereof the SEC in connection with the Merger or supplements theretothe other transactions contemplated by this Agreement, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of its filing with the Company Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement will (with respect to the Company, its officers and directors and the Subsidiaries of the Company) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoingforegoing provisions of this Section 3.1(q), no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Form S-4 S-4, the Joint Proxy Statement or any other document to be filed by the Company with the SEC in connection with the Merger or the Proxy Statement based on information other transactions contemplated by this Agreement that were not supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in on behalf of the Form S-4 Company or the Proxy StatementSubsidiaries of the Company.

Information Supplied. None of the (a) The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 or any amendment or supplement thereto pursuant to be filed with the SEC by Parent in connection with the issuance of which shares of Parent Common Stock and Parent 6% Preferred Stock issuable in the REIT Merger will be registered with the SEC (as amended or supplemented from time to time, the “Form S-4”"Registration Statement") will, shall not at the time the Form S-4 Registration Statement is filed with declared effective by the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, SEC contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading misleading. The information supplied or (b) to be supplied by the proxy statement relating Company for inclusion in the Proxy Statement and to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (together with any amendments thereof or supplements theretoshall not, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at on the date the Proxy Statement is first mailed to the stockholders of the Company and or at the time of the Company Stockholders MeetingMeeting or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will will, at the time of the Company Stockholders Meeting, comply as to form in all material respects with the requirements of the Exchange Act. . (b) Notwithstanding the foregoing, no representation or warranty is made by the Company makes no representations or warranties with respect to statements made information that has been or incorporated by reference in the Form S-4 or the Proxy Statement based on information will be supplied by Parent or Merger Sub Sub, or their auditors, attorneys, financial advisers, other consultants or advisers, specifically for inclusion or incorporation by reference use in the Form S-4 Registration Statement or the Proxy Statement.. ARTICLE IV. Representations and Warranties of Parent, Parent L.P., Merger Sub and L.P. Merger Sub As an inducement to the Company and Company L.P. to enter into this Agreement, each of Parent, Parent L.P., Merger Sub and L.P. Merger Sub hereby jointly and severally represents and warrants to the Company and Company L.P. as follows:

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended such Form S-4, and any amendments or supplemented from time to timesupplements thereto, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, therein not misleading or (bii) the joint proxy statement statement/prospectus relating to the matters to be submitted to the Company’s stockholders at the Company Stockholders Meeting and the matters to be submitted to Parent’s stockholders at the Parent Stockholders Meeting (together with such joint proxy statement/prospectus, and any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Joint Proxy Statement/Prospectus”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and Parent and at the time times of the Company Stockholders Meeting and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. The Joint Proxy Statement Statement/Prospectus, insofar as it relates to the Company Stockholders Meeting, will comply comply, as of its mailing date, as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by the Company makes no representation, warranty or covenant with respect to statements made any information supplied or incorporated by reference in the Form S-4 or the Proxy Statement based on information required to be supplied by Parent or Merger Sub specifically for inclusion Acquisition which is contained in or incorporation omitted from any of the foregoing documents or which is incorporated by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of the information supplied contained in the Joint Proxy Statement or to be supplied that is provided by the Company specifically Parent or any Subsidiary of Parent for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock Merger or the other transactions contemplated by this Agreement will (i) in the Merger (as amended or supplemented from time to time, case of the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) in the case of the Joint Proxy Statement, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, or (biii) with respect to any other document to be filed by Parent with the proxy statement relating to SEC in connection with the Company Stockholders Meeting (together with any amendments thereof Merger or supplements theretothe other transactions contemplated by this Agreement, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of its filing with the Company Stockholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement will (with respect to Parent, its officers and directors and the Subsidiaries of Parent) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoingforegoing provisions of this Section 3.2(p), no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference in the Form S-4 S-4, the Joint Proxy Statement or any other document to be filed with the SEC in connection with the Merger or the Proxy Statement based on information other transactions contemplated by this Agreement that were not supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy StatementSubsidiaries of Parent.

Information Supplied. None of The Registration Statement (or any amendment thereof or supplement thereto) will not, on the information supplied date the Proxy Statement/Prospectus is mailed to the Company's stockholders or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) willParent's stockholders, at the time the Form S-4 is filed with the SECCompany Stockholders' Meeting, at any time it is amended the Parent Stockholders Meeting, or supplemented and at as of the time it becomes effective under the Securities ActEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading misleading, except that no representation is made by Parent or (b) the proxy statement relating Sub with respect to statements made therein based on information supplied by the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case for inclusion in the form Registration Statement. None of the information supplied by Parent or forms mailed to Sub for inclusion or incorporation by reference in the Company’s stockholders, the “Proxy Statement”) will/Prospectus, at the date the Proxy Statement is first mailed to stockholders and at the stockholders times of the Company Stockholders' Meeting and at the time of the Company Stockholders Parent Stockholders' Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement Registration Statement, as to information supplied by Parent or Sub, will comply as to form in all material respects with the requirements provisions of the Exchange ActSecurities Act and the rules and regulations thereunder. Notwithstanding If at any time prior to the foregoingEffective Time any event relating to the Parent or any of its Affiliates, no representation officers or warranty is made directors should be discovered by the Company with respect Parent which is required to statements made be set forth in an amendment to the Registration Statement or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or a supplement to the Proxy Statement/Prospectus, the Parent shall promptly inform the Company.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ai) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in as required by the terms of this Agreement pursuant to the Merger (as amended or supplemented from time to time, the “Form "S-4”) will"), at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC and at the time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of the circumstances under which they are made, not misleading or and (bii) the joint proxy statement statement/prospectus relating to the Company Stockholders Stockholder Meeting and Parent Stockholder Meeting to be held in connection with the Merger (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “"Joint Proxy Statement”") will, at the date the Proxy Statement is first mailed to stockholders and at the stockholders times of the Company Stockholder Meeting and at the time of the Company Stockholders Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If at any time prior to the Effective Time any event in respect of the Company, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement, the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Joint Proxy Statement Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the requirements provisions of the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no No representation or warranty is made by the Company under this Section 3.7 with respect to any statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement based on information supplied by the Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementtherein.

Information Supplied. None of (a) As subsequently updated, amended, modified or adjusted pursuant to Section 8.4, the information supplied relating to each of RMT Partner and Merger Sub and their respective Subsidiaries or the transactions contemplated by this Agreement or any Transaction Document to be supplied provided by the Company RMT Partner, Merger Sub or their respective Subsidiaries specifically for inclusion in, or incorporation by reference in into, (ai) the registration statement Split Off TO and the Proxy Statement will not, on Form S-4 the date the Split Off TO (if applicable) and the Proxy Statement, respectively, are first mailed to be filed with the SEC by Parent in connection with Remainco stockholders or the issuance of shares of Parent Common Stock in the Merger RMT Partner shareholders (as amended or supplemented from time to timeapplicable), (ii) the “Form S-4”) willDistribution Registration Statement and the RMT Partner Registration Statement will not, at the time the Form S-4 is Distribution Registration Statement or the RMT Partner Registration Statement (and in each case any amendment or supplement thereto), respectively, are filed with the SEC, at any time it is amended are declared effective by the SEC or supplemented and are first mailed to the RMT Partner shareholders or Remainco stockholders (as applicable), (iii) the Proxy Statement will not, at the time it becomes effective under of the Securities ActRMT Partner Shareholders Meeting, (iv) the Distribution Registration Statement will not, on the date of the Distribution or at the closing of the Exchange Offer (as applicable), or (v) the RMT Partner Registration Statement will not, at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act. Notwithstanding the foregoingforegoing provisions of this Section 7.24(a), no representation or warranty is made by the Company RMT Partner or Merger Sub with respect to information or statements made or incorporated by reference in the Form S-4 Securities Filings, which information or the Proxy Statement based on information statements were not supplied by Parent or on behalf of RMT Partner or Merger Sub. (b) The Securities Filings that RMT Partner and Merger Sub specifically for inclusion will file (jointly or incorporation by reference otherwise) pursuant to Section 8.4 will comply in all material respects as to form with the Form S-4 or applicable requirements of the Proxy StatementExchange Act and the Securities Act and the rules and regulations promulgated thereunder.

Information Supplied. None (a) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company specifically it or its Subsidiaries for inclusion or incorporation by reference in (ai) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, including the “Form S-4”joint proxy statement and prospectus (the "Prospectus/Proxy ---------------- Statement") constituting a part thereof) (the "S-4 Registration Statement") --------- -------------------------- will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading or misleading, and (bii) the proxy statement relating to the Company Stockholders Meeting (together with Prospectus/Proxy Statement and any amendments thereof amendment or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) supplement thereto will, at the date of mailing to shareholders of Company and Parent and at the Proxy Statement is first mailed to times of the stockholders meetings of shareholders of the Company and at Parent to be held in connection with the time of the Company Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. (b) As soon as practicable following the date of this Agreement, Company and Parent shall prepare the Prospectus/Proxy Statement. The Company shall, in cooperation with Parent, file the Prospectus/Proxy Statement with the SEC as its preliminary proxy statement and Parent shall, in cooperation with Company, prepare and file with the SEC the Registration Statement, in which the Prospectus/Proxy Statement will comply be included. Each of Company and Parent shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to form in all material respects with keep the requirements of Registration Statement effective as long as is necessary to consummate the Exchange ActMerger. Notwithstanding Parent and Company shall mail the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Prospectus/Proxy Statement based on information supplied by Parent to their respective stockholders as promptly as practicable after the Registration Statement is declared effective under the Securities Act and, if necessary, after the Prospectus/Proxy Statement shall have been so mailed, promptly circulate supplemental or Merger Sub specifically for inclusion or incorporation by reference amended proxy material, and, if required in the Form S-4 or the Proxy Statementconnection therewith, resolicit proxies.

Information Supplied. None of the Offer Documents or any amendment or supplement thereto, at the respective times such documents are filed with the SEC or first published, sent or given to the Company's stockholders, will contain any untrue statement of a material fact or will omit to state any 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 are made, not misleading except that no representation is made by the Parent or Purchaser with respect to information supplied by the Company specifically for inclusion in the Offer Documents or any amendment or supplement. None of the information supplied or to be supplied by the Company specifically Parent or Purchaser for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) Schedule 14D-9 will, at the time the Form S-4 is such documents are filed with the SECSEC or distributed to the Company's stockholders, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain contains any untrue statement statements of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are were made, not misleading or (b) the proxy statement relating misleading. If at any time prior to the Company Stockholders Meeting (together Effective Time the Parent or Purchaser shall obtain knowledge of any facts with respect to itself, any amendments thereof of its officers and directors or supplements thereto, in each case any of its Subsidiaries that would require the supplement or amendment to the Offer Documents or the information supplied by Parent or Purchaser for inclusion or incorporation by reference in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary Schedule 14D-9 in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will , or to comply with applicable Laws, such amendment or supplement shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company, and in the event the Company shall advise Parent or Purchaser as to form in all material respects with the requirements its obtaining knowledge of any facts that would make it necessary to supplement or amend any of the Exchange Act. Notwithstanding the foregoingforegoing documents, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion Purchaser shall promptly amend or incorporation by reference in supplement such document as required and distribute the Form S-4 or same to the Proxy StatementCompany's stockholders.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of Parent or Sub and included or incorporated by reference in the Company specifically for inclusion Registration Statement to be filed by Parent with the SEC and any similar or incorporation equivalent filing with the ISA and/or the TASE will, when the Registration Statement becomes effective, contain an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. (b) None of the information supplied or to be supplied by or on behalf of Parent or Sub and included or incorporated by reference in (ai) the registration statement on Form S-4 Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders and the Parent's stockholders including any amendment or supplement thereto or (ii) any other documents to be filed by Parent or any of its Affiliates with the SEC by Parent or any other Regulatory Authority in connection with the issuance of shares of Parent Common Stock in transactions contemplated hereby (including the Merger (as amended or supplemented from time to time, the “Form S-4”Required Filings) will, at the respective time such documents are filed, and with respect to the Form S-4 is filed with Joint Proxy Statement/Prospectus, when first mailed, distributed or disseminated to the SEC, at any time it is amended or supplemented and at stockholders of the time it becomes effective under the Securities ActCompany, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading misleading, or, in the case of the Joint Proxy Statement/Prospectus or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments amendment thereof or supplements supplement thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, Stockholders’ Meeting to consider the Merger and the Parent Stockholders' Meeting contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement . (c) All documents that Parent is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form in all material respects with the requirements provisions of applicable Law, including the provisions of the Securities Act, the Exchange Act. Notwithstanding Act and the foregoing, no representation or warranty is made rules and regulations promulgated by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy StatementSEC thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically W. ▇. ▇▇▇▇▇ or Merger Sub in writing for inclusion or incorporation by reference in (a) the registration statement on Form S-4 S-4, the Proxy Statement/Prospectus or in any materials to be filed with the SEC delivered by Parent W. ▇. ▇▇▇▇▇ or Merger Sub to potential financing sources in connection with the issuance of shares of Parent Common Stock transactions contemplated by this Agreement will (i) in the Merger (as amended or supplemented from time to time, case of the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meetingeffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (ii) in the case of the Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the CPA18 Stockholder Meeting is to be held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated by this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Form S-4 and the Proxy Statement Statement/Prospectus will (with respect to W. ▇. ▇▇▇▇▇, M▇▇▇▇▇ Sub, their respective officers and directors, and the W. ▇. ▇▇▇▇▇ Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, ; provided that no representation or warranty is made by the Company with respect as to statements made or incorporated by reference by CPA18. As of the date of this Agreement, W. ▇ ▇▇▇▇▇, in the Form S-4 exercise of its duties as advisor to CPA18 pursuant to the CPA18 Advisory Agreement, does not have Knowledge of the existence of any fact, event or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementcircumstance that constitutes a CPA18 Material Adverse Effect.

Information Supplied. None of the information supplied or to be supplied by the Company specifically or any of its Subsidiaries expressly for inclusion or incorporation by reference reference: (a) in any Report on Form 8-K and any exhibits thereto filed with the SEC or any other report, form, registration or other filing made with any Governmental Authority with respect to the transactions contemplated by this Agreement and/or any agreements ancillary hereto; (b) in the Extension Proxy Solicitation, the Proxy Solicitation and the Redemption Offer; or (c) in the mailings or other distributions to the Buyer’s stockholders with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger through (as amended or supplemented from time to timec), the “Form S-4”) will, at when filed, made available, mailed or distributed, as the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading or (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meetingmay be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply As long as to form in all material respects the Buyer supplies the Company with the requirements drafts of the Exchange Act. Notwithstanding Public Disclosure Documents with reasonable time for the foregoingCompany to comment on the same, no representation and as long as the Buyer accepts all reasonable comments provided by the Company, none of the information supplied or warranty is made to be supplied by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically any of its Subsidiaries expressly for inclusion or incorporation by reference in any of the Form S-4 Public Disclosure Documents will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the Proxy Statementstatements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither the Company nor the Stockholders make any representation, warranty or covenant with respect to any information supplied by or on behalf of the Buyer.

Information Supplied. (i) None of the information supplied or to be supplied by the Company specifically Parent for inclusion or incorporation by reference in (aA) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of the Parent Common Stock in the Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4 is filed with the SEC, at (including any time it is amended amendments or supplemented and at the time it supplements thereto) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus included in the Form S-4 will, on the date it is first mailed to shareholders of the Company or at the time of the Company Shareholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading or and (bC) the proxy statement relating Proxy Statement related to the Company Stockholders Shareholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) will, at on the date the Proxy Statement it is first mailed to the stockholders shareholders of the Company and or at the time of the Company Stockholders Shareholders Meeting, contain be false or misleading with respect to any untrue statement of a material fact fact, or omit to state any material fact required to be 39 33 stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Shareholders Meeting which has become false or misleading. The Proxy Statement Form S-4 and the Prospectus will comply as to form in all material respects with the requirements of the Exchange Act. Act and the Securities Act and the rules and regulations of the SEC thereunder. (ii) Notwithstanding the foregoing, Parent makes no representation representations or warranty is made warranties with respect to information that has been or will be supplied by the Company with respect to statements made or incorporated by reference its auditors, attorneys, financial advisers, other consultants or advisers, specifically for use in the Form S-4 or S-4, the Prospectus, the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion in any other documents to be filed with the SEC or incorporation by reference any regulatory agency in connection with the Form S-4 or the Proxy Statementtransactions contemplated hereby.

Information Supplied. None of the information supplied relating to the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or to be supplied the Consent Solicitation Statement or that is provided by the Company, the Company specifically Subsidiaries or their Representatives for inclusion or incorporation by reference in (a) the registration statement on Form S-4 to be or any other document filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock transactions contemplated by this Agreement or in the Merger Consent Solicitation Statement will (as amended or supplemented from time to time, a) in the “case of the Form S-4”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or misleading, (b) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to case of the Company’s stockholders, the “Proxy Statement”) will/Prospectus and the Consent Solicitation Statement, at the date the Proxy Statement is first mailed to the stockholders of the Company and at the time of the mailing thereof or in the case of the Proxy Statement/Prospectus, at the time the Company Stockholders MeetingShareholders’ Meeting is held or, at the end of the consent period set forth in the Consent Solicitation Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Proxy Statement Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing, ; provided that no representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or S-4, the Proxy Statement/Prospectus or the Consent Solicitation Statement that were not supplied by or on behalf of the Company or any Company Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (a) The Company shall promptly prepare and file with the registration statement SEC the Prospectus/Proxy Statement, and Parent shall prepare and file with the LA_LAN01:179306.23 SEC the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, including the proxy statement and prospectus (the “Form S-4Prospectus/ Proxy Statement”) constituting a part thereof) (the “S-4 Registration Statement”) as promptly as practicable. Parent and the Company each shall use its reasonable best efforts to have the S-4 Registration Statement declared effective under the Securities Act as promptly as practicable after such filing, and promptly thereafter mail the Prospectus/Proxy Statement to the stockholders of the Company. Parent shall also use its reasonable best efforts to satisfy prior to the effective date of the S-4 Registration Statement all necessary state securities law or “blue sky” notice requirements in connection with the Merger and to consummate the other transactions contemplated by this Agreement and will pay all expenses incident thereto. (b) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or its Subsidiaries for inclusion or incorporation by reference in (i) the S-4 Registration Statement will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented and at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are were made, not misleading or misleading, and (bii) the proxy statement relating to the Company Stockholders Meeting (together with Prospectus/Proxy Statement and any amendments thereof amendment or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement”) supplement thereto will, at the date of mailing to stockholders and at the Proxy Statement is first mailed to times of the meetings of stockholders of the Company and at to be held in connection with the time of the Company Stockholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement Company and Parent will cause the Form S-4 to comply as to form in all material respects with the requirements applicable provisions of the Exchange Act. Notwithstanding Securities Act and the foregoing, no representation or warranty is made by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statementrules and regulations thereunder.