Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be taken, 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 expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent provided in writing by the Company specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Common Units in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement/prospectus relating to the Company Stockholders’ Meeting (the “Proxy Statement/Prospectus”) will, dissemination on the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders’ 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. If at any time prior to The Proxy Statement/Prospectus and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officersthe portion thereof relating to the Company Stockholders’ Meeting, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed but excluding any portion thereof based on information supplied by Parent or the Company in connection with the OfferMerger Sub for inclusion or incorporation by reference therein, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Company or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing 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 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. None of the information supplied provided by the Company or to be supplied by Parent in writing the Company Subsidiaries for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Common Stock in the Granite Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time when 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 its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. None of the information provided by the Company or the Company Subsidiaries for inclusion or incorporation by reference in the Proxy Statement and the proxy statement relating to the Granite shareholders’ meeting to approve the Granite Merger, dissemination if any (the “Granite Shareholders’ Meeting”) (such proxy statements together, in each case as amended or supplemented from time to time, the “Joint Proxy Statement”) will, at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, or at the time of the meeting at which Company Shareholders’ Meeting and the Company Shareholder Vote is to be takenGranite 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. If at any time prior The Joint Proxy Statement (other than the portion thereof relating solely to the expiration of the Offer or the Effective Time, Granite Shareholders’ Meeting) will comply as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations thereunder.

Information Supplied. None of the information supplied relating to Parent and the Parent Subsidiaries contained in the Joint Proxy Statement or to be supplied that is provided by Parent and the Parent Subsidiaries in writing for inclusion or incorporation by reference in the Offer Documents, Form S-4 or any other document filed with the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Form 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 light of the circumstances under which they are made, not misleading, (b) in the case of the Joint Proxy Statement, at the time of the meeting mailing thereof, at which the time the Company Stockholder Meeting or the Parent Shareholder Vote Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated 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 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. If at any time prior to The Form S-4 and the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors officers and subsidiariestrustees and the Parent Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of Parent or any Parent Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (a) one or more registration statements on Form S-4 to be filed with the SEC by Parent pursuant to which shares of Parent Common Stock issuable in (i) the Merger will be registered with the SEC (including any amendments or supplements, a “Merger Registration Statement”) and (ii) the Exchange Offer Documentswill be registered with the SEC (including the consent solicitation and prospectus constituting a part thereof (the “Exchange Prospectus”), an “Exchange Registration Statement” and, together with the Merger Registration Statement, the Schedule 14D-9“Registration Statements”) shall, at the Proxy time such Registration Statement (if applicable)becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary in order to make the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders orstatements therein, in the case light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement, will, at the date it is first mailed to stockholders of the Company and to stockholders of Parent and at the time of the meeting at which Company Stockholders Meeting and the Company Shareholder Vote is to be takenParent 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. If at any time prior Subject to the expiration accuracy of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement tofirst sentence of Section 5.8, the Offer DocumentsExchange Registration Statement, the Schedule 14D-9, Exchange Prospectus and the Joint Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Securities Act, respectively, and the rules and regulations thereunder; provided, however, that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied relating to Company and the Company Subsidiaries contained in the Joint Proxy Statement or to be supplied that is provided by Parent Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Offer Documents, Form S-4 or any other document filed with the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Form 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 light of the circumstances under which they are made, not misleading, (b) in the case of the Joint Proxy Statement, at the time of the meeting mailing thereof, at which the time the Company Stockholder Meeting or the Parent Shareholder Vote Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated 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 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. If at any time prior to The Form S-4 and the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentCompany, its officers, officers and directors and subsidiariesthe Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement that were not supplied by or on behalf of Company or any Company Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by Parent in writing LaSalle Holdings for inclusion or incorporation by reference in the Offer DocumentsForm S-4 to be filed with the SEC by New Holdings relating to the New Holdings Shares comprising LaSalle Consideration and Trenwick Consideration will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company statements therein, in light of the circumstances under which such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of LaSalle Holdings and stockholders of Trenwick, respectively, in connection with the Offer, the Merger Plans and the other transactions contemplated hereby will at the time of its filinghereby, dissemination to the Company’s shareholders or, except information supplied by Trenwick in writing for inclusion in the case of the Joint Proxy Statement, at the time will not, as of the meeting at which date the Company Shareholder Vote Joint Proxy Statement is first mailed to be takensuch shareholders and on the date of the meetings of LaSalle Holdings' shareholders or Trenwick's stockholders, as the case may be, and the date of any postponement or adjournment 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 light of the circumstances under which they are were made, not misleading. If at All documents that LaSalle Holdings is responsible for filing with any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, hereby will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the provisions of any applicable requirements of the Securities Act and the Exchange Actlaw.

Information Supplied. None of the information supplied or -------------------- to be supplied by Parent in writing the Company for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable)any other tender offer materials, Schedule 14A or 14C, or the other documents required proxy statement or information statement ("Proxy Statement") relating to any meeting of the Company's stockholders to be filed by Parent or the Company held in connection with the OfferMerger (all of the foregoing documents, collectively, the Merger and the other transactions contemplated hereby will "Disclosure Statements") will, at the time of its filing, dissemination to the Company’s shareholders or, in the case date each and any of the Proxy Statement, Disclosure Statements is mailed to stockholders of the Company and at the time of the meeting at which of stockholders of the Company Shareholder Vote is to be takenheld, if necessary, 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 The Disclosure Statements will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply form in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentNone of the information supplied by the Company in writing for inclusion in the Disclosure Statements or provided by the Company in the Schedule 14D-9 will, its officers, directors at the respective times that any Disclosure Statement and subsidiaries) comply in all material respects the Schedule 14D-9 or any amendments thereof or supplements thereto are filed with the applicable requirements SEC and are first published or sent or given to holders of Shares, 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 Securities Act and the Exchange Actcircumstances under which they were made, not misleading.

Information Supplied. None of the information relating to -------------------- Richfood and its affiliates supplied or to be supplied by Parent in writing by Richfood specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement14D-9 will, at the time of the meeting at which Schedule 14D-9 is filed with the Company Shareholder Vote is to be takenSEC, 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, Richfood should become aware of any event with respect relating to Parent (including Richfood or any of its officers, directors and subsidiaries) shall occur Subsidiaries that is required under applicable Law to be described disclosed in an amendment of, or a supplement to, the Offer Documents, to the Schedule 14D-9, the Proxy Statement or the other documents Richfood shall promptly so inform Dart and will furnish to Dart all information relating to such event that is required under applicable Law to be filed by Parent or the Company disclosed in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such an amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawSchedule 14D-9. The Offer Documents Schedule 14D-1 will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, and shall not, when filed 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 were made, not misleading; provided, however, -------- ------- that no agreement or representation hereby is made or shall be made by Richfood or Merger Subsidiary with respect to information supplied by Dart in writing expressly for inclusion in the Schedule 14D-1, or with respect to information derived from the Dart Group SEC Reports which is included or incorporated by reference in the Schedule 14D-1.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, 13E-3 (insofar as it relates to the Proxy Statement (if applicable), Company and its Subsidiaries) or the other documents required to be filed by Parent or the Company in connection with the OfferSchedule 14D-9 will, the Merger and the other transactions contemplated hereby will at the time of its filingsuch document is filed with the SEC, dissemination at any time it is amended or supplemented or at the time it is first published, sent or given to the Company’s shareholders orstockholders, in 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 case of statements therein not misleading, or (b) the Proxy StatementStatement will, at the date it is first mailed to the Company’s stockholders and at the time of the meeting at which Company Stockholders Meeting, or, if the Company Shareholder Vote disseminates an Information Statement in lieu of a Proxy Statement in accordance with Section 6.5, the Information Statement will, at the date it is first mailed to be takenthe Company’s stockholders and on the date the Written 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. If at any time prior to The Schedule 13E-3, the expiration of Schedule 14D-9 and the Offer Proxy Statement or the Effective TimeInformation Statement, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of Securities Laws, except that no representation or warranty is made by the Securities Act and the Exchange ActCompany with respect to statements made or incorporated by reference therein based on information derived from Parent’s public SEC filings or supplied by Parent or Merger Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or -------------------- to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (i) the Offer Documents, (ii) the Schedule 14D-9, (iii) if applicable, the proxy statement relating to the adoption of this agreement by the Company's stockholders (the "Proxy Statement") or (iv) the information to be filed by the --------------- Company in connection with the Offer pursuant to Rule 14f-1 promulgated under the Exchange Act (the "Information Statement"), will, in the case of the Offer --------------------- Documents and the Schedule 14D-9 and the Information Statement, at the respective times the Offer Documents, the Schedule 14D-9, 14D-9 and the Proxy Information Statement (if applicable), or the other documents required to be are filed by Parent or the Company in connection with the OfferSEC or first published, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination sent or given to the Company’s shareholders holders, or, in the case of the Proxy Statement, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the meeting at which of the Company Shareholder Vote is Company's stockholders held to be takenvote on approval and adoption of this 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 made, not misleading. If at any time prior to , except that no representation or warranty is made by the expiration of the Offer or the Effective Time, as the case may be, any event Company with respect to statements made or incorporated by reference therein based on information supplied by Parent (including its officers, directors and subsidiaries) shall occur that is required to be described or Merger Sub in an amendment of, writing specifically for inclusion or a supplement to, the Offer Documents, the incorporation by reference therein. The Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Information Statement will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations 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 by Parent or Merger Sub in writing specifically for inclusion or incorporation by reference therein or as set forth in any of Parent's SEC Filings.

Information Supplied. None of the information relating to -------------------- Dart and its affiliates supplied or to be supplied by Parent in writing by Dart specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementDocuments will, at the time of respective times the meeting at which Offer Documents are filed with the Company Shareholder Vote is to be takenSEC, 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. If at any time prior to the expiration Effective Time Dart should become aware of the Offer or the Effective Time, as the case may be, any event with respect relating to Parent (including its officers, directors and subsidiaries) shall occur any Dart Company that is required by applicable Law to be described set forth in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents Dart shall promptly so inform Richfood and Merger Subsidiary and will furnish to Richfood and Merger Subsidiary all information relating to such event that is required under applicable Law to be filed by Parent or the Company disclosed in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such an amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawOffer Documents. The Offer Documents Schedule 14D-9 will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements Exchange Act, and shall not, when filed 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 Securities Act and circumstances under which they were made, not misleading; provided, however, -------- ------- that no agreement or representation hereby is made or shall be made by Dart with respect to information supplied by Richfood or Merger Subsidiary in writing expressly for inclusion in the Exchange ActSchedule 14D-9.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing Anthem or any of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference in (A) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Anthem in connection with the OfferShare Issuance, or any of the amendments or supplements thereto (collectively, the Merger and the other transactions contemplated hereby will “Form S-4”), will, at the time the Form S-4 is filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, dissemination in light of the circumstances under which they are made, not misleading, and (B) the joint proxy statement for use relating to the Company’s adoption by the stockholders of Cigna of this Agreement and approval by the shareholders or, in the case of Anthem of the Share Issuance, or any of the amendments or supplements thereto (collectively, the “Joint Proxy Statement”), will, on the date it is first mailed to Anthem shareholders and to Cigna stockholders or at the time of the meeting at which Anthem Shareholders Meeting (as defined in Section 5.1(c)) and the Company Shareholder Vote is to be takenCigna Stockholders Meeting (as defined in Section 5.1(b)), 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. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder.

Information Supplied. The Form S-4, the Proxy Statement and a registration statement on Form 10, under the Exchange Act, relating to the equity securities of DevCo. (the "Form 10") to be filed with the SEC will not, at the time the Form S-4 becomes effective under the Securities Act, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting, and at the time the Form 10 becomes effective under the Securities Act, 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 not misleading; provided, however, that no representation is made by the Company with respect to statements made therein based on information concerning, supplied or incorporated by reference by Parent or Merger Sub for inclusion in the Form S-4, the Proxy Statement and the Form 10. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in the Offer DocumentsForm S-4 will, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, date it becomes effective and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders Meeting, contain any an 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, therein not misleading. If at any time prior Subject to the expiration of provisions set forth in the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement tosecond preceding sentence, the Offer Documents, the Schedule 14D-9Form S-4, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Form 10 will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Securities Act, as appropriate, and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Parent in writing on or behalf of the REIT II Parties or any REIT II Subsidiary for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the REIT III Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination it is first mailed to the Company’s shareholders or, in the case of the Proxy StatementREIT III stockholders, at the time of the meeting REIT III Stockholders Meeting, at which the Company Shareholder Vote time the Form S-4 is to be takendeclared effective by the SEC or at the REIT 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. If , or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any time prior untrue statement of material fact or omit to the expiration of the Offer or the Effective Time, as the case may be, state any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin light of the circumstances under which they are made, not misleading. All documents that REIT II is responsible for filing with the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required relating to REIT II and the REIT II Subsidiaries (or other information supplied by law, disseminated to the shareholders or on behalf of the Company, and such amendment REIT II or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents any REIT II Subsidiaries for inclusion therein) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT III Parties.

Information Supplied. None of the information supplied or to be supplied by Parent CPA14 in writing for inclusion or incorporation by reference in the Offer DocumentsForm S-4, the Schedule 14D-9, the Joint Proxy Statement (if applicable), Statement/Prospectus or the other documents required in any materials to be filed by Parent or the Company delivered to potential financing sources in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Proxy StatementForm S-4, at the time of the meeting at which the Company Shareholder Vote is to be takenit 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. If at any time prior to , (b) in the expiration case of the Offer Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the Effective Timetime the CPA14 Stockholder Meeting is to be held, as the case may be, contain any event with respect untrue statement of a material fact or omit to Parent (including its officers, directors and subsidiaries) shall occur that is state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein not misleading, or a supplement to, (c) in the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required case of any materials to be filed by Parent or the Company delivered to potential financing sources in connection with the Offertransactions contemplated by this Agreement, at the Merger 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 other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents Joint Proxy Statement/Prospectus will (with respect to ParentCPA14, its officers, officers and directors and subsidiariesthe CPA14 Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA16 or Merger Sub.

Information Supplied. None of the information supplied or to be supplied by Parent CPA16 or Merger Sub in writing for inclusion or incorporation by reference in the Offer DocumentsForm S-4, the Schedule 14D-9, the Joint Proxy Statement (if applicable), Statement/Prospectus or the other documents required in any materials to be filed delivered by Parent CPA16 or the Company Merger Sub to potential financing sources in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Proxy StatementForm S-4, at the time of the meeting at which the Company Shareholder Vote is to be takenit 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. If at any time prior to , (b) in the expiration case of the Offer Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the Effective Timetime the CPA16 Stockholder Meeting is to be held, as the case may be, contain any event with respect untrue statement of a material fact or omit to Parent (including its officers, directors and subsidiaries) shall occur that is state any material fact required to be described stated therein or necessary in an amendment of, order to make the statements therein not misleading or a supplement to, (c) in the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required case of any materials to be filed by Parent or the Company delivered to potential financing sources in connection with the Offertransactions contemplated by this Agreement, at the Merger 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 other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents Joint Proxy Statement/Prospectus will (with respect to ParentCPA16, its officers, officers and directors and subsidiariesthe CPA16 Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA14.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing Comcast for inclusion or incorporation by reference in the Offer Documents, registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock (and any K/A Securities or K/C Securities) issuable in the Schedule 14D-9, Mergers will be registered with the Proxy SEC (the "Registration Statement") shall not at the time the Registration Statement (if applicable), is declared effective by the SEC contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent Comcast for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the Company "Joint Proxy Statement") to be sent to Comcast shareholders in connection with the Offer, the Merger their meeting to consider this Agreement and the other transactions contemplated hereby will at Comcast Merger (the time of its filing"Comcast Shareholders' Meeting") and to be sent to AT&T shareholders in connection with their meeting to consider this Agreement and the AT&T Broadband Merger (the "AT&T Shareholders' Meeting") shall not, dissemination on the date the Joint Proxy Statement is first mailed to the Company’s shareholders or, in the case of the Proxy Statementeach of Comcast and AT&T, at the time of the meeting Comcast Shareholders' Meeting, at which the Company Shareholder Vote is to be takentime of the AT&T Shareholders' Meeting 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied provided by Parent in writing the Company for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Series B Units in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”) will not, dissemination at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders’ 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. If at any time prior to The Proxy Statement and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officersthe portion thereof relating to the Stockholders’ Meeting, directors and subsidiaries) shall occur that is required to be described in an amendment ofthen, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed excluding any portion thereof based on information supplied by Parent or the Company in connection with the OfferMerger Sub for inclusion or incorporation by reference therein, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Company or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder. Notwithstanding the foregoing 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 or the Proxy Statement that were not supplied by or on behalf of the Company.

Information Supplied. (a) None of the information supplied or to be supplied by Parent in writing the Moon Parties for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 (and any amendment or supplement thereto) is declared effective under the Securities Act, the Proxy Statement (if applicable), contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with the Offerstatements therein not misleading, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of (ii) the Proxy Statement/Prospectus will, on the date it is first mailed to Moon stockholders or Comet shareholders or at the time of the meeting at which Moon Stockholders Meeting or the Company Shareholder Vote is to be takenComet 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. If at any time prior to , (iii) the expiration of Exchange Offer Documents will, on the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly date first filed with the SEC andand on the date first published, as and sent or given to the extent Comet Shareholders, contain any untrue statement of a material fact or omit to state any material fact required by lawto be stated therein or necessary to make the statements therein not misleading and (iv) the Schedule 14D-9 will, disseminated on the date first filed with the SEC and on the date first published, sent or given to the shareholders Comet 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 Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawstatements therein not misleading. The Form S-4 (including the Proxy Statement/Prospectus) and the Exchange Offer Documents will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act, subject, in the case of the portions supplied by the Comet Parties, to the accuracy of the last sentence of Section 5.8(a).

Information Supplied. None of (a) The information relating to Pluto, Spinco, Spinco Sub and their respective Subsidiaries, the information supplied Spinco Business, or the transactions contemplated by this Agreement or any Transaction Document to be supplied provided by Parent in writing Pluto, Spinco, Spinco Sub or their respective Subsidiaries specifically for inclusion in, or incorporation by reference in into, (i) the Offer Documents, the Schedule 14D-9, Split Off TO and the Proxy Statement Statement/Prospectus will not, on the date the Split Off TO (if applicable) and the Proxy Statement/Prospectus, respectively, are first mailed to the Pluto stockholders or the Utah shareholders (as applicable), or (ii) the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger Distribution Registration Statement and the other transactions contemplated hereby Combination Registration Statement will not, at the time of its filingthe Distribution Registration Statement and the Combination Registration Statement (and in each case any amendment or supplement thereto), dissemination respectively, are filed with the SEC, are declared effective by the SEC or are first mailed to the Company’s Utah shareholders oror Pluto stockholders (as applicable), in the case of (iii) the Proxy Statement/Prospectus will not, at the time of the meeting Utah Shareholders Meeting, (iv) the Distribution Registration Statement will not, on the date of the Distribution or at which the Company Shareholder Vote is to be takenclosing of the Split Off Exchange Offer (as applicable), or (v) the Combination Registration Statement will not, at the Effective Time, 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, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Company for inclusion or incorporation by reference in (a) (i) the Offer Documents, (ii) the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required information to be filed by Parent or the Company in connection with the OfferOffer pursuant to Rule 14f-1 under the Exchange Act (the "Information Statement"), or (iii) the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementSchedule 14D-9 will, at the time of it is filed with the meeting SEC, and at which the Company Shareholder Vote any time it is to be takenamended 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. If , or (b) the Proxy Statement will, at any the date it is first mailed to stockholders of Company or at the time prior to the expiration of the Offer 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 Effective Timestatements therein, as in light of the circumstances under which they were made, not misleading, except that in each case may be, any event no representation or warranty is made by Company with respect to statements made or incorporated by reference therein based on information supplied by Parent (including its officers, directors and subsidiaries) shall occur that is required to be described specifically for inclusion or incorporation by reference therein. Except as set forth in an amendment of, or a supplement to, the Offer Filed Company SEC Documents, at the date of the most recent audited financial statements of Company included in the Filed Company SEC Documents, neither Company nor any of its subsidiaries had, and since such date neither Company nor any of such subsidiaries has incurred, any claims, liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Company. The Schedule 14D-9, 14D-9 and the Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange Act, except that in each case no representation or warranty is made by Company with respect to statements made or incorporated by reference therein based on information supplied by Parent specifically for inclusion or incorporation by reference therein.

Information Supplied. None of the (i) The information supplied or to be supplied by Parent in writing the Company specifically for inclusion or incorporation by reference in the Offer Documents, registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Schedule 14D-9, Merger will be registered with the Proxy SEC (the "Registration Statement") shall not at the time the Registration Statement (if applicable), is declared effective by the SEC contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied or to be supplied by Parent the Company specifically for inclusion in the proxy 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 Offermeeting 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 Agreement for the purposes of adopting this Agreement and the Merger (the "Founders Pre-Meeting") and/or the Company stockholders meeting to adopt this Agreement and the Merger (collectively, the Merger and "Company Stockholders Meeting") shall not, on the other transactions contemplated hereby will at date the time of its filing, dissemination Proxy Statement is first mailed to the Company’s shareholders or, in the case stockholders of the Proxy Statement, Company or at the time of the meeting Company Stockholders Meeting or at which the Company Shareholder Vote is to be takenEffective 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. If The Proxy Statement will, at any the time prior to the expiration of the Offer or the Effective TimeCompany Stockholders Meeting, comply as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent NewCo REIT, W. P. Xxxxx or Merger Sub in writing for inclusion or incorporation by reference in the Offer DocumentsForm S-4, the Schedule 14D-9, the Joint Proxy Statement (if applicable), Statement/Prospectus or the other documents required in any materials to be filed delivered by Parent NewCo REIT, W. P. Xxxxx or the Company Merger Sub to potential financing sources in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Proxy StatementForm S-4, at the time of the meeting at which the Company Shareholder Vote is to be takenit 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. If at any time prior to , (b) in the expiration case of the Offer Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the Effective Timetime the W. P. Xxxxx Stockholder Meeting is to be held, as the case may be, contain any event with respect untrue statement of a material fact or omit to Parent (including its officers, directors and subsidiaries) shall occur that is state any material fact required to be described stated therein or necessary in an amendment of, order to make the statements therein not misleading or a supplement to, (c) in the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required case of any materials to be filed by Parent or the Company delivered to potential financing sources in connection with the Offertransactions contemplated by this Agreement, at the Merger 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 other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents Joint Proxy Statement/Prospectus will (with respect to ParentNewCo REIT, its officersW. P. Xxxxx, Merger Sub, their respective officers and directors and subsidiariesthe W. P. Xxxxx Subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided that no representation is made as to statements made or incorporated by reference by CPA15.

Information Supplied. None of the information supplied relating to REIT II or to be supplied any REIT II Subsidiary contained or incorporated by Parent reference in the Proxy Statement or the Form S-4 or that is provided by REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the any document filed with any other documents required to be filed by Parent or the Company Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Proxy Statement, at the time of the meeting mailing thereof, at which the Company Shareholder Vote time of the Stockholders Meeting, at the time the Form S-4 is declared effective or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT II 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. If at any time prior to All documents that REIT II is responsible for filing with the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated relating to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentREIT II, its officers, directors and subsidiariespartners 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 in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by the REIT I Parties.

Information Supplied. None The information relating to the Company and its Subsidiaries to be contained in the joint proxy statement in preliminary and definitive form relating to the Company 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 supplements thereto, the “Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of Parent 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 (together with any amendments or supplements thereto, the “Form S-4”) will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the shareholders of the information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Company and Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, Form S-4 (and any amendment or supplement thereto) is declared effective or at the time of the meeting at which the Company Shareholder Vote is to be takenSpecial 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. If at any time prior The Joint Proxy Statement/Prospectus (other than the portions thereof relating solely to the expiration meeting of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall Parent) will comply in all material respects as to form with all the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of applicable law. The Offer Documents will (this Section 3.12, no representation or warranty is made by the Company with respect to Parent, its officers, directors and subsidiaries) comply information or statements made or incorporated by reference in all material respects with the applicable requirements Joint Proxy Statement/Prospectus or the Form S-4 which were not supplied by or on behalf of the Securities Act and the Exchange ActCompany.

Information Supplied. None of the information supplied or to be supplied by Parent provided in writing by the Company specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company ETP in connection with the Offerissuance of Common Units in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement/prospectus relating to the Shareholders’ Meeting (the “Proxy Statement/Prospectus”) will, dissemination at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, and at the time of the meeting at which the Company Shareholder Vote is to be takenShareholders’ 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. If at any time prior to The Proxy Statement/Prospectus and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company portion thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and relating to the extent required Shareholders’ Meeting but excluding any portion thereof based on information supplied by lawETP or Merger Sub for inclusion or incorporation by reference therein, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Company or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing 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 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. None The information relating to the Company and its Subsidiaries to be contained in the joint proxy statement in preliminary and definitive form relating to the Company 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 supplements thereto, the “Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to which the offer and sale of Parent 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 (together with any amendments or supplements thereto, the “Form S-4”) will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the stockholders of the information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Company and shareholders of Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, Form S-4 (and any amendment or supplement thereto) is declared effective or at the time of the meeting at which the Company Shareholder Vote is to be takenSpecial 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. If at any time prior The Joint Proxy Statement/Prospectus (other than the portions thereof relating solely to the expiration meeting of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall Parent) will comply in all material respects as to form with all the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of applicable law. The Offer Documents will (this Section 3.12, no representation or warranty is made by the Company with respect to Parent, its officers, directors and subsidiaries) comply information or statements made or incorporated by reference in all material respects with the applicable requirements Joint Proxy Statement/Prospectus or the Form S-4 which were not supplied by or on behalf of the Securities Act and the Exchange ActCompany.

Information Supplied. None of the information supplied relating to Terra REIT or to be supplied any Terra REIT Subsidiary contained or incorporated by Parent reference in the Proxy Statement or the Form S-4 or that is provided by Terra REIT or any Terra REIT Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the any document filed with any other documents required to be filed by Parent or the Company Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Proxy Statement, at the time of the meeting mailing thereof, at which the Company Shareholder Vote time of the Stockholders Meeting, at the time the Form S-4 is declared effective or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by Terra REIT with the SEC in connection with the 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. If at any time prior to All documents that Terra REIT is responsible for filing with the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated relating to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentTerra REIT, its officers, directors and subsidiariespartners and the Terra REIT Subsidiaries (or other information supplied by or on behalf of Terra REIT or any Terra REIT Subsidiaries for inclusion therein) will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by the Terra BDC.

Information Supplied. None of the information supplied or to be supplied by Parent the Company or any of its Affiliates, directors, officers, employees, agents or representatives in writing specifically for inclusion or incorporation by reference in in, and which is included or incorporated by reference in, (i) the Offer Documents, the Schedule 14D-9, the Proxy S-4 Registration Statement (if applicable), or the other documents required any amendment or supplement thereto filed or to be filed by Parent or with the Company Commission under the Securities Act in connection with the Offer, Class A Liberty Group Stock to be issued in the Merger (or any other securities issued or deemed to be issued in connection with this Agreement and the other transactions contemplated hereby will hereby), (ii) the Proxy Statement or (iii) any other documents filed or to be filed with the Commission or any other Governmental Entity in connection with the transactions contemplated hereby, will, at the respective times such documents are filed, and, in the case of the S-4 Registration Statement or any amendment or supplement thereto, when the same becomes effective, at the time of its filingthe Special Meeting and at the Effective Time, dissemination to the Company’s shareholders orand, in the case of the Proxy StatementStatement or any amendment or supplement thereto, at the time of mailing of the Proxy Statement to the Company's stockholders and at the time of the Special Meeting or any other meeting at which of the Company Shareholder Vote is Company's stockholders to be takenheld in connection with the Merger, 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 were made, not misleadingmisleading or necessary to correct any statement in any earlier communication. If at For this purpose, any such information included or incorporated by reference in any such document will be deemed to have been so supplied in writing specifically for inclusion or incorporation therein if such document was available for review by the Company a reasonable time prior before such document was filed (but the foregoing shall not be the exclusive manner in which it may be established that such information was so supplied). The S-4 Registration Statement (to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur extent that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or constitutes the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger prospectus thereunder) and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Proxy Statement will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Act, the Exchange Act and the Exchange respective rules and regulations under each such Act.

Information Supplied. None of the The information supplied or to be supplied by Parent the Company in writing expressly for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed by Parent or the Company LinnCo in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time issuance of its filing, dissemination to the Company’s shareholders or, LinnCo Common Shares in the case of LinnCo Merger (the Proxy Statement“Form S-4”) shall not, at the time of the meeting at which Form S-4 is declared effective by the Company Shareholder Vote is to be takenSEC, 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 , except that no representation or warranty is made by the expiration of the Offer or the Effective Time, as the case may be, any event Company with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required statements made or incorporated by reference therein based on information supplied by any Linn Party in writing expressly for inclusion therein. The information supplied or to be described supplied by the Company in an amendment of, or a supplement towriting expressly for inclusion in the joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) relating to the Company Stockholders’ Meeting, the Offer DocumentsLinnCo Shareholders’ Meeting and the Linn Members’ Meeting included in the Form S-4 will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company, the Schedule 14D-9, the Proxy Statement shareholders of LinnCo or the other documents required members of Linn, as applicable, and at the time of any meeting of Company stockholders, LinnCo shareholders or Linn members to be filed by Parent or the Company held in connection with the Offer, the Merger Mergers and the other transactions contemplated herebyContribution and Issuance, Parent shall notify 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, except that no representation or warranty is made by the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parentstatements made or incorporated by reference therein based on information supplied by the Linn Parties in writing expressly for inclusion therein. The Form S-4 and the Joint Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by the Company in writing expressly for inclusion therein but excluding any portion thereof based on information supplied by the Linn Parties in writing expressly for inclusion therein, its officers, directors and subsidiarieswith respect to which no representation or warranty is made by the Company) will comply as to form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent or on behalf of ARPI and ARP OP in writing for inclusion or incorporation by reference in the Offer Documents, Form S-4 or the Schedule 14D-9, the Prospectus/Proxy Statement will (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, a) in the case of the Form 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 light of the circumstances under which they are made, not misleading, or (b) in the case of the Prospectus/Proxy Statement, at the time the Prospectus/Proxy Statement is first mailed to ARPI’s stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenARPI 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 The Form S-4, at any the time prior it becomes effective under the Securities Act, and the Prospectus/Proxy Statement, at the time it is first mailed to ARPI’s stockholders or at the expiration time of the Offer or the Effective TimeARPI Stockholder Meeting, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentARPI, its officers, officers and directors and subsidiariesthe ARPI Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Prospectus/Proxy Statement that were not supplied by or on behalf of ARPI, ARP OP or any of their respective Representatives.

Information Supplied. None of the information supplied or to be supplied by Parent in writing by or on behalf of Nova I or any Nova I Subsidiary for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 will, at the time of such document is filed with the meeting SEC, at which any time such document is amended or supplemented or at the Company Shareholder Vote time such document is to be takendeclared 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 in order to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the common stockholders of Nova I, at the time of the Nova I Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Nova I 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 were made, not misleading. If at All documents that Nova I or any time prior Nova I Subsidiary is responsible for filing with the SEC in connection with the Mergers, to the expiration extent relating to Nova I or any Nova I Subsidiary or other information supplied by or on behalf of Nova I or any Nova I Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Offer Securities Act or the Effective TimeExchange Act, as the case may beapplicable, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents each such document required to be filed by Parent or with any Governmental Authority (other than the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents SEC) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the provisions of applicable requirements Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.01(v) will not apply to statements or omissions included in the Form S-4 or the Proxy Statement to the extent based upon information supplied to Nova I by or on behalf of the Securities Act and the Exchange ActOther Parties.

Information Supplied. None of the information supplied (or to be supplied by Parent supplied) in writing by or on behalf of Great Lakes specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Crompton in connection with the Offerissuance of shares of Crompton Common Stock in the Merger (as amended or supplemented from time to time, the Merger "Form S-4") will, at the time the Form S-4, 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, or (b) the Joint Proxy Statement will, on the date it is first mailed to stockholders of Great Lakes and the other transactions contemplated hereby will stockholders of Crompton, and at the time of its filing, dissemination to Great Lakes Stockholders Meeting and the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenCrompton 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. If at any time prior to Notwithstanding the expiration of the Offer foregoing, Great Lakes makes no representation or the Effective Time, as the case may be, any event warranty with respect to Parent any information supplied (including its officers, directors and subsidiaries) shall occur that is required or to be described supplied) by or on behalf of Crompton or Merger Sub for inclusion or incorporation by reference in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders any of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actforegoing documents.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Company for inclusion or incorporation by reference in the Offer Documents, (i) the Schedule 14D-914D-9 will, at the time the Schedule 14D-9 is filed with the SEC, and at any time it 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 to make the statements therein not misleading, (ii) the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, 's stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders 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. If at any time prior to the expiration of , or (iii) the Offer Documents will, at the time the Offer Documents or any amendments or supplements thereto are first published, sent to Company's stockholders, or at the Effective Timetime the Offer is consummated, as the case may be, contain any event with respect untrue statement of a material fact or omit to Parent (including its officers, directors and subsidiaries) shall occur that is state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin the light of the circumstances under which they were made, the Offer Documents, the not misleading. The Schedule 14D-9, 14D-9 and the Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations promulgated thereunder, except that no representation is made by Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Newco specifically for inclusion therein. For purposes of this Agreement, the parties agree that statements made and information in the Schedule 14D-9 and the Proxy Statement 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 Company and not by Parent or Newco.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or on behalf of Northwest for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Delta in connection with the Offerissuance of Delta Common Stock in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga 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, dissemination at the date it is first mailed to the CompanyNorthwest’s shareholders or, in the case of the Proxy Statement, stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenNorthwest 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. If at any time prior The Joint Proxy Statement (other than the portion thereof relating solely to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiariesDelta Stockholders’ Meeting) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Form S-4 will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.1(e), no representation or warranty is made by Northwest with respect to information or statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement which were not supplied by or on behalf of Northwest.

Information Supplied. None of the information supplied or to be supplied by Parent provided in writing by the Company specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company ETP in connection with the Offerissuance of Common Units in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (b) the proxy statement/prospectus relating to the Stockholders’ Meeting (the “Proxy Statement/Prospectus”) will, dissemination at the date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders’ 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. If at any time prior to The Proxy Statement/Prospectus and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company portion thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and relating to the extent required Stockholders’ Meeting but excluding any portion thereof based on information supplied by lawETP or Merger Sub for inclusion or incorporation by reference therein, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Company or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing 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 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Company.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing the Company or its subsidiaries for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), 14D-9 or the other documents required Information Statement referred to be in Section 5.9 will, at the time they are filed by Parent or the Company in connection with the OfferSEC, the Merger and the other transactions contemplated hereby will at any time they are amended or supplemented, at the time of its filingany distribution or dissemination thereof and at the time of the consummation of the Offer, dissemination 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 (ii) the Proxy Statement will not, at the date the Proxy Statement is first mailed to the Company’s shareholders or, in the case of the Proxy Statement's stockholders, at the time of the meeting Company Stockholders Meeting and at which the Effective Time of the Merger, and each document required to be filed by the Company Shareholder Vote is with the SEC or required to be takendistributed or otherwise disseminated to the Company's stockholders in connection with the transactions contemplated by this Agreement (the "Company Disclosure Documents") 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 therein, in light of the circumstances under which they are made, not misleading. If at any time prior The Proxy Statement, as it relates to the expiration of Company Stockholders Meeting, and the Offer Company Disclosure Documents, when filed, distributed or the Effective Timedisseminated, as the case may beapplicable, any event with respect will comply as to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder, except that no representation or warranty contained in this Section 3.1(f)(ii) is made by the Company with respect to statements made or incorporated by reference in the Company Disclosure Documents based on information supplied by Parent or Sub for inclusion or incorporation by reference therein.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing Comcast for inclusion or incorporation by reference in the Offer Documents, registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock (and any K/A Securities or K/C Securities) issuable in the Schedule 14D-9, Mergers will be registered with the Proxy SEC (the “Registration Statement”) shall not at the time the Registration Statement (if applicable), is declared effective by the SEC contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent Comcast for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the Company “Joint Proxy Statement”) to be sent to Comcast shareholders in connection with the Offer, the Merger their meeting to consider this Agreement and the other transactions contemplated hereby will at Comcast Merger (the time of its filing“Comcast Shareholders’ Meeting”) and to be sent to AT&T shareholders in connection with their meeting to consider this Agreement and the AT&T Broadband Merger (the “AT&T Shareholders’ Meeting”) shall not, dissemination on the date the Joint Proxy Statement is first mailed to the Company’s shareholders or, in the case of the Proxy Statementeach of Comcast and AT&T, at the time of the meeting Comcast Shareholders’ Meeting, at which the Company Shareholder Vote is to be takentime of the AT&T Shareholders’ Meeting 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by Parent in writing it or its Subsidiaries for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger 14D-1 and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementSchedule 14D-9 will, at the time of filing thereof and at the meeting time of distribution thereof, contain any untrue statement of 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, (ii) the Registration Statement on Form S-4 filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock and Parent Preferred Stock in the Merger (including the information statement or proxy statement (as applicable) and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, at the time the S-4 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 were made, not misleading, and (iii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders and at the times of the meetings of stockholders of the Company Shareholder Vote is to be takenheld 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 were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Xxxx-Xxxxx for inclusion or incorporation by reference in (a) the Offer DocumentsRegistration Statement will, at the Schedule 14D-9time the Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders orstatements therein, in the case light of the circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement, at the date it is first mailed to the Spartan Stores Shareholders or Xxxx-Xxxxx Stockholders and at the time of the meeting at which Spartan Stores Shareholder Meeting and the Company Shareholder Vote is to be takenXxxx-Xxxxx Stockholder Meeting, 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 therein, in light of the circumstances under which they are made, not misleading. If The Joint Proxy Statement (other than the portions thereof relating solely to the Spartan Stores Shareholder Meeting), at the time the Joint Proxy Statement is filed with the SEC, at any time prior it is amended or supplemented, at the time it becomes effective under the Securities Act and at the date it is first mailed to the expiration of the Offer or the Effective TimeSpartan Stores Shareholders and Xxxx-Xxxxx Stockholders, will comply as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder, except that no representation is made by Xxxx-Xxxxx with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Spartan Stores or Merger Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion in the Registration Statement on Form S-4 (the "S-4") to be filed by New Parent relating to the New Parent Shares comprising the Company Scheme Consideration and the Parent Scheme Consideration will, at the time the S-4 is filed with the 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 such statements were made, not misleading. The letters to shareholders, notices of meetings, proxy statements and forms of proxies to be distributed to shareholders of the Company and Parent, respectively, in connection with the Schemes and the transactions contemplated hereby, except information supplied by Parent in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement (if applicableas defined herein), will not, as of the date the Joint Proxy Statement is first mailed to such shareholders and on the date of the meetings of the Company's shareholders or Parent's shareholders, as the other documents required to be filed by Parent or the Company in connection with the Offercase may be, the Merger and the other transactions contemplated hereby will at the time date of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenany adjournment 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 light of the circumstances under which they are made, were made not misleading. If at any time prior The information and documents referred to in the expiration of the Offer or the Effective Time, previous two sentences are herein referred to as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur "Joint Proxy Statement." All documents that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company is responsible for filing with any Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, hereby will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the provisions of any applicable requirements of the Securities Act and the Exchange Actlaw.

Information Supplied. None of the information supplied or to be supplied by Parent in writing on or behalf of the REIT III Parties or any REIT III Subsidiary for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the REIT III Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination it is first mailed to the Company’s shareholders or, in the case of the Proxy StatementREIT III stockholders, at the time of the meeting REIT III Stockholders Meeting, at which the Company Shareholder Vote time the Form S-4 is to be takendeclared effective by the SEC or at the REIT 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. If , or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any time prior untrue statement of material fact or omit to the expiration of the Offer or the Effective Time, as the case may be, state any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin light of the circumstances under which they are made, not misleading. All documents that REIT III is responsible for filing with the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required relating to REIT III and the REIT III Subsidiaries (or other information supplied by law, disseminated to the shareholders or on behalf of the Company, and such amendment REIT III or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents any REIT III Subsidiaries for inclusion therein) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT II Parties.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or on behalf of the Company Parties for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, Form S-4 or the Proxy Statement Statement/Prospectus will (if applicable)a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the other documents time it 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 filed by Parent stated therein or necessary in order to make the Company statements therein, in connection with light of the Offercircumstances under which they are made, the Merger and the other transactions contemplated hereby will at the time of its filingnot misleading, dissemination to the Company’s shareholders or, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement/Prospectus is first mailed to the Company’s shareholders or at the time of the meeting Company Shareholders Meeting, or at which the time that the Form S-4 is declared effective or at the Company Shareholder Vote is to be takenMerger Effective Time or the Topco 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. If at any time prior to the expiration At each of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be times described in an amendment of, or a supplement tothe preceding sentence, the Offer Documents, the Schedule 14D-9, Form S-4 and the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents Statement/Prospectus will (with respect to Parentthe Company, its officersNew Liberty Holdco, directors their officers and subsidiariestrustees and the Company Subsidiaries) comply as to form in all material respects with the applicable requirements of the Securities Act and Laws. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Exchange ActForm S-4 or the Proxy Statement/Prospectus that were not supplied by or on behalf of the Company, New Liberty Holdco or the Partnership.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Schlumberger or any of its Subsidiaries for inclusion or incorporation by reference in the Offer DocumentsS-4 will, at the Schedule 14D-9time the S-4 is filed with SEC or 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 therein not misleading, and none of the information supplied or to be supplied by Schlumberger or any of its Subsidiaries and included or incorporated by reference in the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time date mailed to stockholders of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, Camco or at the time of the meeting at which the Company Shareholder Vote is of such stockholders to be takenheld 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 expiration of the Offer or the Effective Time, as the case may be, Time any event with respect to Parent (including Schlumberger or any of its officersSubsidiaries, directors and subsidiaries) or with respect to other information supplied by Schlumberger or any of its Subsidiaries for inclusion in the Proxy Statement or S-4, shall occur that which is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the OfferS-4, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any , and such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawSEC. The Offer Documents Proxy Statement, insofar as it relates to Schlumberger or Subsidiaries of Schlumberger or other information supplied by Schlumberger or any of its Subsidiaries for inclusion therein, will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder, except that no representations or warranties are made by Schlumberger with respect to statements made or incorporated by reference therein based on information supplied by Camco or any of Camco's Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented 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 not misleading, (ii) the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, 's stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders 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. If at any time prior to the expiration of , or (iii) the Offer Documents will, at the time the Offer Documents or the Effective Timeany 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 event with respect untrue statement of a material fact or omit to Parent (including its officers, directors and subsidiaries) shall occur that is state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin the light of the circumstances under which they were made, the Offer Documentsnot misleading. The Form S-4 will, the Schedule 14D-9as of its effective date, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC andprospectus contained therein will, as and of its date, comply as to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable 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 ActAct and the rules and regulations promulgated thereunder, except that no representation 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 and the Proxy Statement 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 the Company and not by Newco.

Information Supplied. None Each of the Company and Parent agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by Parent in writing it or its subsidiaries for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger 14D-1 and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementSchedule 14D-9 will, at the time of filing thereof and at the meeting time of distribution thereof, contain any untrue statement of 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, (ii) the Registration Statement on Form S-4 filed with the SEC by Parent in connection with the issuance of shares of Parent Preferred Stock in the Merger (including the information statement or proxy statement (as applicable) and prospectus (the "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, at the time the S-4 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 were made, not misleading and (iii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of mailing to stockholders of the Company Shareholder Vote is and of Parent and at the times of the meetings of stockholders of the Company and of Parent to be takenheld 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 were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent in writing VEREIT for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), Form S-4 or the other documents Form 10 will, at the time the applicable Form is filed with the 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 filed by Parent stated therein or necessary to make the Company statements therein not misleading, (ii) the Joint Proxy Statement/Prospectus (as defined below) will, at the date of mailing to stockholders and at the times of the meetings of stockholders to be held in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenMerger, 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 (iii) the OfficeCo Distribution Prospectus will, at the date of effectiveness of the Form 10 and of mailing to stockholders, 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. If at any time prior The Joint Proxy Statement/Prospectus will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations of the SEC thereunder, except that no representation or warranty is made by VEREIT with respect to statements made or incorporated by reference therein based on information supplied by Realty Income for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

Information Supplied. None The Company (at the direction of the Special Committee) shall prepare and file with the SEC, as promptly as reasonably practicable after the date of this Agreement, a proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). The Company (at the direction of the Special Committee) shall cooperate with Dimensional and Merger Sub in the preparation and filing by Dimensional and Merger Sub with the SEC, as promptly as reasonably practicable after the date of this Agreement, a Schedule 13E-3 under Rule 13e-3 under the Exchange Act (such Schedule 13-E-3, including any amendment or supplement thereto, the “Schedule 13E-3”). The Proxy Statement shall include the notice of meeting in the form required by Delaware law (including, without limitation, the notice of availability of dissenters’ rights). Each of the Company, Dimensional and Merger Sub agrees, as to itself and its Subsidiaries, to use its commercially reasonable efforts to ensure that the Proxy Statement and Schedule 13E-3 as filed by it will comply in all material respects with the applicable provisions of the Exchange Act. Dimensional agrees that none of the information supplied by it or to be supplied by Parent in writing any of its Subsidiaries for inclusion or incorporation by reference in the Offer DocumentsProxy Statement or Schedule 13E-3, and the Schedule 14D-9, Company agrees that none of the information supplied by it for inclusion or incorporation by reference in the Proxy Statement (if applicable)or Schedule 13E-3, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be taken, 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information relating to Li3 or any Li3 Subsidiary, which is supplied or to be supplied by Parent in writing Li3 or any Li3 Subsidiary expressly for inclusion or incorporation by reference in the Offer Documents, filings with the Schedule 14D-9, the Proxy Statement (if applicable), SEC or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination mailings to the Company’s shareholders orand/ or the Li3’s stockholders as it relates to the Tender Offer, in the case of Registration Statement or the Proxy StatementStatement will, at the time date of filing or mailing, or any amendment thereto, as the meeting at which the Company Shareholder Vote is to be takencase 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 therein, in light of the circumstances under which they are made, not misleading. If at any time prior misleading (subject to the expiration qualifications and limitations set forth in the materials provided by Li3 and the Li3 Subsidiaries or that is included in the SEC filings or mailings). None of the Offer information supplied or to be supplied by Li3 and the Effective TimeLi3 Subsidiaries expressly for inclusion or incorporation by reference in any of the Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the case may be“Ancillary Public Disclosures”) will, at the time filed with the SEC, contain any event 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 (subject to the qualifications and limitations set forth in the materials provided by Li3 and the Li3 Subsidiaries or that is included in the Ancillary Public Disclosures). Notwithstanding the foregoing, Li3 makes no representation, warranty or covenant with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, any information supplied by or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders on behalf of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing Caremark for inclusion or incorporation by reference in the Offer Documentsregistration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of CVS Stock issuable in the Merger will be registered with the SEC (the “Registration Statement”) shall 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 Schedule 14D-9, the Proxy Statement (if applicable), time such post-effective amendment or the other documents supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent Caremark for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to the Company Caremark stockholders and CVS stockholders in connection with the Offer, the Merger and the other transactions contemplated hereby will at by this Agreement (the time of its filing“Joint Proxy Statement”) shall not, dissemination on the date the Joint Proxy Statement is first mailed to the Company’s shareholders or, in the case stockholders of the Proxy Statementeach of Caremark and CVS, at the time of the meeting Caremark Stockholder Approval or at which the Company Shareholder Vote is to be takentime 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. If at any time prior The representations and warranties contained in this Section 4.09 will not apply to statements or omissions included or incorporated by reference in the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement based upon information furnished by CVS or the other documents required to be filed any of its representatives specifically for use or incorporation by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actreference therein.

Information Supplied. None of the information supplied relating to REIT II or to be supplied any REIT II Subsidiary contained or incorporated by Parent reference in the REIT II Proxy Statement or the Form S-4 or that is provided by REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the any document filed with any other documents required to be filed by Parent or the Company Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the REIT II Proxy Statement, at the time of the meeting initial mailing thereof, at which the Company Shareholder Vote time of the REIT II Stockholders Meetings, at the time the Form S-4 is declared effective by the SEC or at the REIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT II 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. If at any time prior to All documents that REIT II is responsible for filing with the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated relating to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentREIT II, its officers, directors and subsidiariespartners 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 in all material respects with the applicable requirements of the Securities Act and the Exchange Act.; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT I Parties. Section 5.23

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company expressly for inclusion or incorporation by reference reference: (i) in any report, form, registration or other filing made with any Governmental Authority with respect to the Offer Documents, the Schedule 14D-9, the Proxy Statement transactions contemplated by this Agreement and/or ancillary document contemplated thereto; or (if applicable), or the other documents required to be filed by Parent or the Company in connection ii) any filings with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination SEC or mailings to the Company’s shareholders or, in stockholders as it relates to the case of the Proxy StatementSuper 8-K will, at the time date of filing or mailing, or any amendment thereto, as the meeting at which the Company Shareholder Vote is to be takencase 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 therein, in light of the circumstances under which they are made, not misleading. If at any time prior misleading (subject to the expiration qualifications and limitations set forth in the materials provided by the Company and the Shuhai Subsidiaries or that is included in the SEC filings or mailings). None of the Offer information supplied or to be supplied by the Effective TimeCompany and the Shuhai Subsidiaries expressly for inclusion or incorporation by reference in any of the Signing Filing, the Signing Press Release, the Closing Filing and the Closing Press Release (each such capitalized term, as hereafter defined) (collectively, the case may be“Ancillary Public Disclosures”) will, at the time filed with the SEC, contain any event with respect untrue statement of a material fact or omit to Parent (including its officers, directors and subsidiaries) shall occur that is state any material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin light of the circumstances under which they are made, not misleading (subject to the Offer Documents, qualifications and limitations set forth in the Schedule 14D-9, the Proxy Statement or the other documents required to be filed materials provided by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify Shuhai Subsidiaries or that is included in the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange ActAncillary Public Disclosures).

Information Supplied. None of the information supplied or to be supplied by Parent provided in writing by the Partnership specifically for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Parent Units in the Merger (including any amendments or supplements, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 becomes effective under the Securities Act, contain any untrue statement of its filing, dissemination 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 (b) the proxy statement/prospectus relating to the Company’s shareholders or, in Partnership Unitholders’ Meeting (the case of the “Proxy Statement/Prospectus”) will, on the date it is first mailed to the Partnership’s unitholders and at the time of the meeting at which the Company Shareholder Vote is to be takenPartnership Unitholders’ 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. If at any time prior to The Proxy Statement/Prospectus and the expiration of the Offer or the Effective Time, as the case may be, any event Form S-4 (solely with respect to Parent (including its officersthe portion thereof relating to the Partnership Unitholders’ Meeting, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed but excluding any portion thereof based on information supplied by Parent or the Company in connection with the OfferMerger Sub for inclusion or incorporation by reference therein, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, which no representation is made by the Partnership or any of its officers, directors and subsidiariesSubsidiaries) will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of this Section 3.12, no representation or warranty is made by the Partnership with respect to information or statements made or incorporated by reference in the Form S-4 or the Proxy Statement/Prospectus that were not specifically supplied in writing by or on behalf of the Partnership.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Registration Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statementshall, at the time of such Registration Statement becomes effective under the meeting at which the Company Shareholder Vote is to be takenSecurities 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. If , or (b) the Joint Proxy Statement, will, at any time prior the date it is first mailed to the expiration stockholders of the Offer Company and to shareholders of Parent and at the time 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 Effective Timestatements therein, as in light of the circumstances under which they are made, not misleading; provided, however, that, in the case may beof clause (a) and (b), any event no representation is made by the Company with respect to Parent (including its officersstatements made therein based on information supplied by Parent, directors and subsidiaries) shall occur that is required US Holdings, Merger Sub 1 or Merger Sub 2 specifically for inclusion or incorporation by reference therein. Subject to be described in an amendment of, or a supplement tothe accuracy of the first sentence of Section 5.9, the Offer Documents, Registration Statement and the Schedule 14D-9, the Joint Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements Canadian Securities Laws and Canadian corporate Laws, the provisions of the Securities Exchange Act and the Exchange Securities Act, respectively, and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion in or incorporation by reference in (i) the Offer Documentsregistration statement on Form S-4 to be filed with the SEC by New Holdco in connection with the issuance of the New Holdco Common Stock as part of the Merger Consideration (such registration statement on Form S-4, as amended or supplemented, the Schedule 14D-9“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 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 therein in light of the circumstances under which they were made, not misleading and (ii) the Proxy Statement (if applicable), or and any other document filed with the other documents required to be filed SEC by Parent or the Company in connection with the OfferMerger (and any amendment thereof or supplement thereto) (collectively, the Merger Form S-4, the Proxy Statement and such filings, the other transactions contemplated hereby will “SEC Filings”), at the time of its filing, dissemination date first mailed to the Company’s shareholders or, in the case of the Proxy StatementCompany, at the time of the meeting Shareholders’ Meeting, at which the Company Shareholder Vote is to be takentime filed with the SEC (or at the time amended or supplemented), as the case may be, 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 therein, in light of the circumstances under which they are made, not misleading. If at any time prior to ; provided, however, that no representation is made by the expiration of the Offer or the Effective Time, as the case may be, any event Company with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described statements made therein based on information supplied in an amendment of, or a supplement to, writing by the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed Parents specifically for inclusion in such documents. The SEC Filings made by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements provisions of the Securities Act and the Exchange Act.”

Information Supplied. None of the information supplied or to be supplied by Parent in writing Company for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed by Parent or the Company Buyer with the Securities and Exchange Commission (the “Commission”) in connection with the Offerregistration of the Buyer Common Stock issuable upon conversion of the Company Common Stock in the Merger, and any amendments thereto (the “Form S-4”), the Merger and proxy statement filed by the other transactions contemplated hereby will at Company with the time Commission in connection with the meeting of its filing, dissemination to the Company’s shareholders orstockholders 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 a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and any amendments or supplements thereto, collectively referred to herein as the “Joint Proxy Statement/Prospectus”), will, (a) in the case of the Form S-4, at the time the Form S-4 becomes effective under the Securities Act or at the Effective Time, or (b) in the case of the Joint Proxy Statement/Prospectus, (i) at the time of the meeting mailing of the Joint Proxy Statement/Prospectus and any amendments or supplements thereto, (ii) at which the time of each of the Buyer Stockholders Meeting, if any, and the Company Shareholder Vote is to be takenStockholders 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 in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration of the Offer or the Effective TimeThe Joint Proxy Statement/Prospectus will comply, as the case may be, any event with respect to Parent (including of its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC andmailing date, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply form in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with including the applicable 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 foregoing provisions of this Section 3.4, the Company makes no representation or warranty with respect to the statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement/Prospectus, based on information supplied by Buyer for inclusion or incorporation by reference therein.

Information Supplied. None The Company and Keystone each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by Parent in writing it or its Subsidiaries for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Registration Statement (if applicable), or the other documents required on Form S-4 to be filed with the SEC by Parent or the Company Keystone in connection with the Offer, issuance of shares of Keystone Common Stock in the Merger (including the proxy statement and prospectus (the other transactions contemplated hereby will "Prospectus/Proxy Statement") constituting a part thereof) (the "S-4 Registration Statement") will, at the time the Act, and (ii) the Prospectus/Proxy Statement and any amendment or supplement thereto will, at the date of its filing, dissemination mailing to the Company’s shareholders or, in the case of the Proxy Statement, and at the time of the meeting at which the Company Shareholder Vote is to be takenShareholders Meeting, in any such case, 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. If at any time prior to the expiration of the Offer Effective Time any information relating to Keystone or the Effective TimeCompany, as or any of their respective affiliates, officers or directors, should be discovered by Keystone or the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to Company which should be described set forth in an amendment of, or a supplement to, to any of the Offer Documents, the Schedule 14D-9, the Proxy S-4 Registration Statement or the other Prospectus/Proxy Statement, so that any of such documents required would not include any misstatement of a material fact or omit to be filed by Parent or state any material fact necessary to make the Company statements therein, in connection with the Offerlight of the circumstances under which they were made, not misleading, the Merger and party which discovers such information shall promptly notify the other transactions contemplated hereby, Parent shall notify the Company thereof parties hereto and such event shall be so described. Any such an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, Company and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange ActKeystone.

Information Supplied. None of the information supplied or to be supplied by Parent in writing for inclusion or incorporation by reference in (a) the Offer DocumentsRegistration Statement shall, at the Schedule 14D-9time 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 in order to make the statements therein, in light of the circumstances under which they are made, not misleading, (b) the Proxy Statement (if applicable)shall, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, Parent Stockholders and at the time of the meeting at which the Company Shareholder Vote is Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) the Mosaic Consent Solicitation Materials shall, at the date they are first mailed to the investors in the Mosaic Funds and at the time the Mosaic Investor Consents are received, 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 expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Registration Statement will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Exchange Act and the Securities Act and the Exchange Actrules and regulations thereunder; provided, however, that no representation is made by Parent with respect to statements made therein based on information (i) supplied by the Mosaic Parties specifically for inclusion or incorporation by reference therein or (ii) not supplied by or on behalf of Parent and not obtained from or incorporated by reference to the Parent’s filings with the SEC.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing MediaOne for inclusion or incorporation by reference in the Offer Documentsregistration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Comcast Common Stock issuable in the Merger will be registered with the SEC (the "Registration Statement") shall not at the time the Registration Statement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by MediaOne for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the "Proxy Statement") to be sent to the stockholders of MediaOne in connection with their meeting to consider this Agreement and the Merger (the "MediaOne Stockholders' Meeting") and to the stockholders of Comcast in connection with their meeting to consider the issuance of shares of Comcast Common Stock in the Merger and, if necessary, the Schedule 14D-9amendment to the articles of incorporation of Comcast contemplated by Section 2.3 hereof (the "Comcast Stockholders' Meeting" and together with the MediaOne Stockholders' Meeting, the "Stockholders' Meetings") shall not, on the date the Proxy Statement (if applicable), is first mailed to the stockholders of MediaOne and Comcast or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case either of the Proxy Statement, Stockholders' Meetings or at the time of the meeting at which the Company Shareholder Vote is to be takenEffective 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent in writing on or behalf of the REIT I Parties or any REIT I Subsidiary for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the (a) REIT I Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination it is first mailed to the Company’s shareholders or, in the case of the Proxy StatementREIT I stockholders, at the time of the meeting REIT I Stockholders Meeting, at which the Company Shareholder Vote time the Form S-4 is to be takendeclared effective by the SEC or at the REIT 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. If , or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any time prior untrue statement of material fact or omit to the expiration of the Offer or the Effective Time, as the case may be, state any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin light of the circumstances under which they are made, not misleading. All documents that REIT I is responsible for filing with the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required relating to REIT I and the REIT I Subsidiaries (or other information supplied by law, disseminated to the shareholders or on behalf of the Company, and such amendment REIT I or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents any REIT I Subsidiaries for inclusion therein) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT II Parties.

Information Supplied. (a) None of the information supplied or to be supplied by Parent in writing by the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required application for a permit to issue securities to be filed by Parent or with the Company Commissioner of Corporations of the State of California (the "Commissioner") pursuant to Section 25121 of the CSL, in connection with the Offer, issuance of shares of Parent Common Stock pursuant to the Merger and the other transactions contemplated hereby will at hereby, including the time of its filing, dissemination to disclosure documents relating thereto (the Company’s shareholders or, in the case of the Proxy Statement"Permit Application") will, at the time the Permit 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 and (ii) the Information Statement provided to Company stockholders in connection with obtaining stockholder approval of the meeting Merger will, at the time it is mailed to the stockholders and at all times during which stockholder consents are solicited in connection with the Company Shareholder Vote is to be takenMerger, 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 expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents Permit Application will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements provisions of the Securities Act CSL, and the Exchange Actrules and regulations thereunder, except that no representation is made by the Company with respect to statements made therein based on information supplied by Parent or Merger Sub in writing for inclusion or incorporation by reference therein.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing Wxxxxx-Xxxxxxx for inclusion or incorporation by reference in (A) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Wxxxxx-Xxxxxxx in connection with the Offerissuance of shares of Wxxxxx- Xxxxxxx Common Stock in connection with the Merger, or any of the amendments or supplements thereto (collectively, the Merger and the other transactions contemplated hereby will "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of its filing, dissemination 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 (B) the proxy statement for use relating to the Company’s shareholders or, in adoption by the case stockholders of Agouron of this Agreement or any of the amendments or supplements thereto (collectively, the "Proxy Statement") will, on the date it is first mailed to Agouron stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenAgouron Stockholders Meeting ( as defined in Section 5.1), 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. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder.

Information Supplied. None of the information informa tion supplied or to be --------------------- supplied by Parent in writing such Representor or any of its subsidiaries for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary in order to make the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders orstatements therein, in light of the case of circumstances under which they are made, not misleading, or (ii) the Proxy Statement/Prospectus will, at the date it is first mailed to TSAT's stockholders or at the time of the meeting at which the Company Shareholder Vote is to be takenTSAT 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. If at any time prior to The financial statements of such Representor's Primestar Business included in the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors Form S-4 and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required 50 Statement/Prospectus will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply form in all material respects with all provisions applicable accounting requirements and the published rules and regulations of applicable law. The Offer Documents will (the SEC with respect to Parentthereto, its officersand will be prepared in accordance with generally accepted accounting principles (except, directors and subsidiaries) comply in all material respects with the applicable requirements case of unaudited statements, as permitted by Form 10-Q of the Securities Act SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and will fairly present the consolidated financial position of such Representor's Primestar Business as of the dates thereof and the Exchange Actconsolidated results of operations and cash flows of such Representor's Primestar Business for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Information Supplied. None of the information supplied or to be supplied by Parent in writing Bakex Xxxhxx xx Sub for inclusion or incorporation by reference in the Offer DocumentsS-4 will, at the Schedule 14D-9time the S-4 becomes effective under the Securities Act 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 not misleading, and none of the information supplied or to be supplied by Bakex Xxxhxx xx Bakex Xxxhxx Xxx and included or incorporated by reference in the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time date mailed to stockholders of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, Drilex or at the time of the meeting at which the Company Shareholder Vote is of such stockholders to be takenheld in connection with the Merger 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 17 24 the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, Time any event with respect to Parent (including Bakex Xxxhxx xx any of its officersSubsidiaries, directors and subsidiaries) or with respect to other information supplied by Bakex Hughxx xx Sub for inclusion in the Proxy Statement or S-4, shall occur that which is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the OfferS-4, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any , and such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawSEC. The Offer Documents Proxy Statement, insofar as it relates to Bakex Xxxhxx, Xxb or other Subsidiaries of Bakex Xxxhxx xx other information supplied by Bakex Xxxhxx xx Sub for inclusion therein, will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act.rules and regulations thereunder. (f) Absence of Certain Changes or Events. Except as disclosed in, or reflected in the financial statements included in, the Bakex Xxxhxx XXX Documents or on Schedule 3.2(f), or except as contemplated by this Agreement, since September 30, 1996, there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Bakex Xxxhes's capital stock, except for regular quarterly cash dividends not in excess of $.115 per share on Bakex Xxxhxx Xxxmon Stock (or a pro rata amount for any dividend less than a full quarter) with usual record and payment dates for such dividends; (ii) any amendment of any material term of any outstanding equity security of Bakex Xxxhxx xx any Significant Subsidiary; (iii) any repurchase, redemption or other acquisition by Bakex Xxxhxx xx any Subsidiary of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Bakex Xxxhxx xx any Subsidiary, except as contemplated by Bakex Xxxhxx Xxxefit Plans; (iv) any material change in any method of accounting or accounting practice or any tax method, practice or election by Bakex Xxxhxx xx any Subsidiary; or (v) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) that has had a Material Adverse Effect on Bakex Xxxhxx, except for general economic changes and changes that may affect the industries of Bakex Xxxhxx xx any of its Subsidiaries generally. (g)

Information Supplied. None of the information supplied or to be supplied by Parent in writing by or on behalf of the GAHR IV Parties or any GAHR IV Subsidiary for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the GAHR IV Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination it is first mailed to the Company’s shareholders or, in the case of the Proxy StatementGAHR IV stockholders, at the time of the meeting GAHR IV Stockholders Meeting, at which the Company Shareholder Vote time the Form S-4 is to be takendeclared effective by the SEC or at the REIT 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. If , or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any time prior untrue statement of material fact or omit to the expiration of the Offer or the Effective Time, as the case may be, state any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin light of the circumstances under which they are made, not misleading. All documents that GAHR IV is responsible for filing with the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required relating to GAHR IV and the GAHR IV Subsidiaries (or other information supplied by law, disseminated to the shareholders or on behalf of the Company, and such amendment GAHR IV or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents any GAHR IV Subsidiaries for inclusion therein) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the GAHR III Parties.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Zurn for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required regxxxxation statement on Form S-4 to be filed with the SEC by Parent or the Company Superholdco in connection with the Offerissuance of shares of Superholdco Common Stock in the Mergers (the "S-4") will, at the Merger time the S-4 is filed with the 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 not misleading and (ii) the joint proxy statement/prospectus relating to the meetings of Zurn's stockholders and the USI's stockholders to be held in coxxxxxxon with the Mergers and the offer by Superholdco of the shares of Superholdco Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby will at (the time of its filing, dissemination to the Company’s shareholders or, in the case of the "Joint Proxy Statement") will, at the time date mailed to stockholders of Zurn and USI and at the times of the meeting at which the Company Shareholder Vote is meetings of stockholders ox Xxrn and USI to be takenheld in connection with the Mergers, contain any xxx 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 expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including Zurn, its officers, officers and directors and subsidiaries) shall or any of its subsidiaries shoxxx occur that which is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement S-4 or the other documents required to be filed by Parent or the Company in connection with the OfferJoint Proxy Statement, the Merger and the other transactions contemplated hereby, Parent Zurn shall notify the Company thereof promptly so advise USI and such event shall be so described. Any dexxxxbed, and such amendment or supplement (which USI shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders stockholders of Zurn. The Joint Proxy Statement, insofar as it relates to the Companymxxxxng of Zurn's stockholders to vote on Zurn Merger, and such amendment or supplement shall will comply in as to fxxx xx all material respects with all wixx xhe provisions of applicable law. The Offer Documents will (the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made with respect to Parent, its officers, directors and subsidiaries) comply statements made or incorporated by reference therein based on information supplied by USI specifically for inclusion or incorporation by reference in all material respects with the applicable requirements of the Securities Act and the Exchange Actsuch document.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Star for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), Form S-4 or the other documents Form 10 will, at the time the Form S-4 or the Form 10, as applicable, is filed with the 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 filed by Parent stated therein or necessary to make the Company statements therein not misleading, (b) the Joint Proxy Statement/Prospectus will, at the date of mailing to stockholders and at the times of the meetings of stockholders to be held in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenMerger, 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 SpinCo Information Statement will, at the date of effectiveness of the Form 10 and of mailing to stockholders, 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement toThe Form S-4, the Offer DocumentsForm 10, the Schedule 14D-9, the Joint Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger Statement/Prospectus and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, SpinCo Information Statement will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Exchange Actrules and regulations of the SEC promulgated thereunder, except that no representation or warranty is made by Star with respect to statements made or incorporated by reference therein based on information supplied by Safe for inclusion or incorporation by reference in the Form S-4, Form 10, the Joint Proxy Statement/Prospectus or the SpinCo Information Statement, as applicable. As of the date of this Agreement, Star does not have knowledge of the existence of any Effect that constitutes a Safe Material Adverse Effect.

Information Supplied. None of the information supplied relating to REIT II or to be supplied any REIT II Subsidiary contained or incorporated by Parent reference in the Proxy Statement or the Form S-4 or that is provided by REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the any document filed with any other documents required to be filed by Parent or the Company Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Proxy Statement, at the time of the meeting mailing thereof, at which the Company Shareholder Vote time of the Stockholders Meeting, at the time the Form S-4 is declared effective or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the 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. If at any time prior to All documents that REIT II is responsible for filing with the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated relating to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentREIT II, its officers, directors and subsidiariespartners 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 in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT I Parties.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing -------------------- Concentric for inclusion or incorporation by reference in the Offer Documentsregistration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Newco Common Stock (or NEXTLINK Common Stock, as applicable) issuable in the Schedule 14D-9, Mergers will be registered with the Proxy SEC (the "REGISTRATION STATEMENT") shall not at the time the Registration Statement (if applicable), is declared effective by the SEC contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent or Concentric for inclusion in the Company joint proxy statement/information statement/prospectus (the "PROXY STATEMENT") to be sent to the stockholders of Concentric in connection with their meeting to consider this Agreement and the Mergers (the "CONCENTRIC STOCKHOLDERS' MEETING") and to the stockholders of NEXTLINK in connection with the OfferMergers shall not, on the Merger date the Proxy Statement is first mailed to the stockholders of Concentric and the other transactions contemplated hereby will NEXTLINK or at the time of its filing, dissemination to the Company’s shareholders or, in the case either of the Proxy Statement, Stockholders' Meetings or at the time of the meeting at which the Company Shareholder Vote is to be takenEffective 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent in writing by or on behalf of Nova I or any Nova I Subsidiary for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy StatementForm S-4 will, at the time of such document is filed with the meeting SEC, at which any time such document is amended or supplemented or at the Company Shareholder Vote time such document is to be takendeclared 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 in order to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the common stockholders of Nova I, at the time of the Nova I Stockholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Nova I 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 were made, not misleading. If at All documents that Nova I or any time prior Nova I Subsidiary is responsible for filing with the SEC in connection with the REIT Mergers, to the expiration extent relating to Nova I or any Nova I Subsidiary or other information supplied by or on behalf of Nova I or any Nova I Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Offer Securities Act or the Effective TimeExchange Act, as the case may beapplicable, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents each such document required to be filed by Parent or with any Governmental Authority (other than the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents SEC) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the provisions of applicable requirements Law as to the information required to be contained therein. The representations and warranties contained in this Section 4.01(v) will not apply to statements or omissions included in the Form S-4 or the Proxy Statement to the extent based upon information supplied to Nova I by or on behalf of the Securities Act and the Exchange ActOther Parties.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (i) the Offer Documents, registration statement on Form S-4 filed with the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed SEC by Parent or the Company in connection with the Offer, issuance of Parent Common Stock in the Merger and (the other transactions contemplated hereby will "Form S-4") will, at the time any amendment or supplement to the Form S-4 is 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 to make the statements therein not misleading, (ii) the Proxy Statement will, at the date the Proxy Statement is first mailed to the Company's stockholders or at the time of its filingthe Company's Stockholders' Meeting, dissemination 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) the management information circular of the Canadian Co. relating to the Company’s shareholders or, in Canadian Arrangement (the case of the "Canadian Proxy Statement") will, at the date the Canadian Proxy Statement is first mailed to the Canadian Co.'s shareholders or at the time of the meeting of such shareholders at which the Company Shareholder Vote Canadian Arrangement is to be takenconsidered, 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 expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange ActCanadian Proxy Statement will comply as to form in all material respects with applicable Canadian provincial corporate and securities legislation and the regulations, rules and published policy statements promulgated thereunder (subject, as applicable, to the Relief), except that no representation or warranty is made by the Company or the Canadian Co. with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub for inclusion or incorporation by reference in the Proxy Statement or the Canadian Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent in writing bamboo for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company bamboo in connection with the Offer, issuance of bamboo Shares in the Merger and (the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement"S-4") will, at the time the S-4 is filed with the 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 not misleading, and (ii) the proxy statement relating to the meeting of bamboo's shareholders and the meeting of IPIX's shareholders to be held in connection with the Merger (the "Proxy Statement") will, at the date mailed to shareholders of bamboo and IPIX and at the times of the meeting at which the Company Shareholder Vote is or meetings of shareholders of bamboo and IPIX to be takenheld 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 The Proxy Statement, insofar as it relates to the expiration meeting of bamboo's shareholders to vote on the Offer or the Effective TimeMerger, will comply as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Exchange Act and the rules and regulations thereunder, and the S-4 will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Actrules and regulations thereunder.

Information Supplied. None of the information supplied relating to Xxxxxx or to be supplied any Xxxxxx Subsidiary contained or incorporated by Parent reference in writing the Joint Proxy Statement or the Form S-4 that is provided by Xxxxxx or any Xxxxxx Subsidiary for inclusion or incorporation by reference in the Offer Documents, Form S-4 or the Schedule 14D-9, the Joint Proxy Statement (if applicable), or the any other documents required to be document filed by Parent or the Company with any other Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Joint Proxy Statement, including any amendment or supplement thereto, at the time of the meeting mailing thereof, at which the Company Shareholder Vote time of the Xxxxxx Stockholders Meeting, at the time the Form S-4 is declared effective and at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by Xxxxxx with the SEC in connection with the 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. If at any time prior All documents that Xxxxxx is responsible for filing with the SEC in connection with the transactions contemplated by this Agreement, to the expiration of the Offer or the Effective Timeextent relating to Xxxxxx, as the case may be, any event with respect to Parent (including its their officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger partners and the Xxxxxx Subsidiaries (or other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment information supplied by or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders on behalf of the Company, and such amendment Xxxxxx or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents any Xxxxxx Subsidiaries for inclusion therein) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or information supplied or incorporated by reference by or on behalf of Hammer, Merger Sub or their Affiliates.

Information Supplied. None of the information supplied or to be supplied by Parent in writing or Newco for inclusion or incorporation by reference in (a) the Offer DocumentsForm S-4 will, at the Schedule 14D-9time the Form S-4 is filed with the SEC and at the time 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 not misleading; (b) the Proxy Statement (if applicable)will, or at the other documents required date mailed to stockholders of Company and Parent, and at the times of the meetings of stockholders of Company and Parent to be filed by Parent or the Company held in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenMerger, 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. If ; and (c) the Form S-1 will, at any the time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that Form S-1 is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC andand at the time the Form S-1, as and 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, insofar as it relates to the extent required by lawmeeting of Parent's stockholders to vote on the Merger, disseminated will comply as to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Exchange Act and the rules and regulations thereunder, and the Form S-4 and the Form S-1 will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Actrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Parent in writing MIT for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Registration Statement (if applicable), or the other documents required on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offer, issuance of shares of Company Common Stock and Company Cumulative Redeemable Preferred Stock in the Merger and (the other transactions contemplated hereby will "S-4") will, at the time the S-4 becomes effective under the Securities Act or at the Effective Time, contain any untrue statement of its filing, dissemination a material fact or omit to state any material fact required to be stated therein or necessary to make the Company’s shareholders orstatements therein, in the case light of the circumstances under which they are made, not misleading, and none of the information supplied or to be supplied by MIT and included or incorporated by reference in the Joint Proxy StatementStatement will, at the date mailed to stockholders of MIT and at the date mailed to stockholders of the Company or at the time of the meeting at which the Company Shareholder Vote is of such stockholders to be takenheld in connection with the Merger 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, Time any event with respect to Parent (including MIT or any of its officersSubsidiaries, directors and subsidiaries) or with respect to other information supplied by MIT for inclusion in the Joint Proxy Statement or S-4, shall occur that which is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement S- 4 or the other documents required to be filed by Parent or the Company in connection with the OfferJoint Proxy Statement, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any , and MIT shall reasonably cooperate with the Company to cause such amendment or supplement shall to be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders stockholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawMIT. The Offer Documents Joint Proxy Statement, insofar as it relates to MIT or its Subsidiaries or other information supplied by MIT for inclusion or incorporation by reference therein, will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing Comcast for inclusion or incorporation by reference in the Offer Documents, registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable in the Schedule 14D-9, Mergers will be registered with the Proxy SEC (the A-30 "Registration Statement") shall not at the time the Registration Statement (if applicable), is declared effective by the SEC contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent Comcast for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the Company "Joint Proxy Statement") to be sent to Comcast shareholders in connection with their meeting to consider proposals in respect of each of the OfferComcast Shareholders' Approvals (the "Comcast Shareholders' Meeting") and to be sent to AT&T shareholders in connection with their meeting to consider proposals in respect of each of the AT&T Shareholders' Approvals (the "AT&T Shareholders' Meeting") shall not, on the Merger and date the other transactions contemplated hereby will at the time of its filing, dissemination Joint Proxy Statement is First mailed to the Company’s shareholders or, in the case of the Proxy Statementeach of Comcast and AT&T, at the time of the meeting Comcast Shareholders' Meeting, at which the Company Shareholder Vote is to be takentime of the AT&T Shareholders' Meeting 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent in writing for Zurn xxx inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Superholdco in connection with the Offerissuance of shares of Superholdco Common Stock in the Mergers (the "S-4") will, at the Merger time the S-4 is filed with the 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 not misleading and (ii) the joint proxy statement/prospectus relating to the meetings of Zurn'x xxxckholders and the USI's stockholders to be held in connection with the Mergers and the offer by Superholdco of the shares of Superholdco Common Stock issuable upon conversion of the Shares and the other transactions contemplated hereby will at (the time of its filing, dissemination to the Company’s shareholders or, in the case of the "Joint Proxy Statement") will, at the time date mailed to stockholders of Zurn xxx USI and at the times of the meeting at which the Company Shareholder Vote is meetings of stockholders of Zurn xxx USI to be takenheld in connection with the Mergers, 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 expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including Zurn, xxs officers and directors or any of its officers, directors and subsidiaries) shall subsidiaries should occur that which is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement S-4 or the other documents required to be filed by Parent or the Company in connection with the OfferJoint Proxy Statement, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof Zurn xxxll promptly so advise USI and such event shall be so described. Any , and such amendment or supplement (which USI shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders stockholders of Zurn. Xxe Joint Proxy Statement, insofar as it relates to the Companymeeting of Zurn'x xxxckholders to vote on Zurn Xxxger, and such amendment or supplement shall will comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder, except that no representation or warranty is made with respect to statements made or incorporated by reference therein based on information supplied by USI specifically for inclusion or incorporation by reference in such document.

Information Supplied. None of the information supplied or to be supplied by Parent Total eMed in writing specifically for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the Securities and Exchange Commission (the "SEC") by Parent or the Company MDLI in connection with the Offerregistration of the Merger Consideration, or any of the amendments or supplements thereto (collectively, the Merger and the other transactions contemplated hereby will "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 its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, dissemination or (ii) the joint proxy statement for use relating to the Company’s shareholders or, in the case obtaining approval of the shareholders of MDLI and Total eMed of the Merger (the "Proxy Statement") will, at the time the Proxy Statement is first mailed to Total eMed's stockholders or MDLI's shareholders or at the time of the meeting at which the Company Shareholder Vote is to be takenMDLI Special Meeting and Total eMed 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 are made, not misleading. If at any time prior to the expiration of the Offer , except that no representation or the Effective Time, as the case may be, any event warranty is made by Total eMed with respect to Parent statements made or incorporated by reference therein based on information contained therein which is supplied by any other party including without limitation, (including its officers, directors i) information supplied by MDLI in writing specifically for inclusion or incorporation by reference therein or (ii) information relating to MDLI which is reviewed by MDLI without objection and subsidiaries) shall occur that is required to with the knowledge it will be described used in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange ActStatement.

Information Supplied. None The Company, the Evaluation Committee, Parent and Purchaser will cause each of (i) the Proxy Statement and any amendment or supplement thereto and (ii) the Schedule 13E-3 and any amendment or supplement thereto, when filed, to comply as to form in all material respects with the applicable requirements of the Exchange Act. Each of the Company, the Evaluation Committee, Parent and Purchaser agrees that none of the information supplied or to be supplied by Parent in writing it for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable)or any amendment or supplement thereto or in the Schedule 13E-3 or any amendment or supplement thereto will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, Statement or any amendment or supplement thereto is first mailed to Company's stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders 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 the light of the circumstances under which they are were made, not misleading. If at any time prior to the expiration date of the Offer Company Stockholders Meeting any information relating to the Company, the Evaluation Committee, Parent or Purchaser or their respective officers or directors is discovered by the Company, the Evaluation Committee, Parent or Purchaser which should be set forth in an amendment or supplement to the Proxy Statement or the Effective TimeSchedule 13E-3, as the case may be, so that such document would not contain any event with respect untrue statement of a material fact or omit to Parent (including its officersstate any material fact necessary in order to make the statements made therein, directors and subsidiaries) shall occur that is required to be described in an amendment ofthe light of the circumstances under which they were made, or a supplement tonot misleading, the Offer Documentsparty discovering such information shall promptly notify each other party and, to the Schedule 14D-9extent required by applicable Law, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such an appropriate amendment or supplement describing such information shall be filed promptly filed with the SEC and, as and to the extent required by lawapplicable Law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act's stockholders.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Shoney's or any of its Subsidiaries for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filingRegistration Statement (as defined below in SECTION 8.1) will, dissemination to the Company’s shareholders or, in the case of the Proxy StatementShoney's knowledge, at the time of the meeting Registration Statement is filed with the SEC and at which the Company Shareholder Vote is to be takentime 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, except for such statements or omissions as would not have a Material Adverse Effect on Shoney's and its Subsidiaries, taken as a whole. The Proxy Statement and the Registration Statement (except for such portions thereof that relate only to or contain information supplied by Enterprises), to Shoney's knowledge, will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. No information furnished by Shoney's or any of its Subsidiaries in connection with this Agreement or the consummation of the transactions contemplated by this Agreement, to Shoney's knowledge, contains or will contain any untrue statement of a material fact or omit to state a material fact required to be stated 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Acquiror for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed by Parent or Acquiror with the Company SEC in connection with the Offer, issuance of shares of Acquiror Common Stock in the Merger and (the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement"S-4") will, at the time of the meeting S-4 is filed with the SEC and at which the Company Shareholder Vote is to be takentime 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, and (ii) the Acquiror Proxy Statement (as hereinafter defined) will, at the date of mailing to shareholders and at the time of the shareholders' meeting, contain any untrue statement of a material fact or omit to state any material fact required to be misleading. All documents that the Acquiror is responsible for filing with any Governmental Entity in connection with the transactions contemplated hereby will comply as to form in all material respects with the provisions of applicable law, including applicable provisions of the Securities Act, the Exchange Act and the rules and regulations thereunder. Without limiting any of the representations and warranties contained herein, no representation or warranty to the Company by the Acquiror and no information contained in the Acquiror Disclosure Schedule or any document incorporated therein by reference contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under in which they such statements are or will be made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by the Parent in writing for inclusion or incorporation by reference in the Offer DocumentsJoint Proxy Statement/Prospectus will, at the Schedule 14D-9time the Joint Proxy Statement/Prospectus is filed with the SEC, and at any time it is amended or supplemented or at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with the Offerstatements therein not misleading, the Merger and the other transactions contemplated hereby will Joint Proxy Statement/ Prospectus will, at the time of its filing, dissemination date the Joint Proxy Statement/Prospectus is first mailed to the Company’s shareholders or, in the case of the Proxy Statement, Parent's stockholders and at the time of the meeting at which the Company Shareholder Vote is to be takenParent's 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. If at any time prior With regard to information supplied by the expiration of Parent and the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement toSub, the Offer Documents, the Schedule 14D-9, the Joint Proxy Statement or the other documents required Statement/Prospectus will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder. For purposes of this Agreement, the Parties agree that the statements made and information in the Joint Proxy Statement/Prospectus (other than information provided by Company or any subsidiary of the Company in each case concerning the Company or such subsidiary expressly for inclusion therein) relating to the Federal income tax consequences of the transactions contemplated hereby to the holders of Parent Shares shall be deemed to be supplied by the Parent and not by the Company.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Total for inclusion or incorporation by reference in (i) the Offer DocumentsS-4 at the time the S-4 is filed with the SEC, at the Schedule 14D-9time it is amended or supplemented, and at the Proxy Statement (if applicable)time it becomes effective under the Securities Act, will contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed by Parent stated therein or necessary to make the Company in connection with statements therein not misleading or (ii) the OfferJoint Proxy Statement/Prospectus will, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date mailed to the Company’s shareholders orstockholders of Total, in at the case date mailed to the stockholders of the Proxy StatementHarris, at the time of the meeting Total Stockholders Meeting, and at which the Company Shareholder Vote is to be takentimx xx xhe Harris Stockholders Meeting (together with the Total Stockholders Mxxxxxx, the "Stockholder Meetings") 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 expiration of votes at the Offer or the Effective Time, as the case may beStockholder Meetings, any event with respect to Parent (including Total, its officers, officers and directors and subsidiaries) shall or any of its Subsidiaries should occur that which is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement S-4 or the other documents required to be filed by Parent or the Company in connection with the OfferJoint Proxy Statement/Prospectus, the Merger and the other transactions contemplated hereby, Parent Total shall notify the Company thereof promptly so advise Harris and such event shall be so described. Any , and such amendment or supplement xxxxxxment (which Harris shall have a reasonable opportunity to review) shall be promptly filed promxxxx xiled with the SEC and, as and to the extent required by lawLaw, disseminated to the shareholders stockholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawTotal. The Offer Documents Joint Proxy Statement/Prospectus will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Act and the Exchange ActAct and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made in this Section 4.8 as to information provided by Harris for inclusion in the S-4 or the Joint Proxy Statement/Prospecxxx.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Buyer expressly for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection filings with the Offer, the Merger SEC and the other transactions contemplated hereby will at the time of its filing, dissemination mailings to the CompanyBuyer’s shareholders or, in the case of the Proxy Statementstockholders will, at the time date of filing and/ or mailing, as the meeting at which the Company Shareholder Vote is to be takencase 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 therein, in light of the circumstances under which they are made, not misleading. If at any time prior misleading (subject to the expiration qualifications and limitations set forth in the materials provided by Buyer or that are included in the Buyer SEC Documents). Upon consummation of the Offer or transactions contemplated by this Agreement, upon notice thereof to the Effective Time, as Trustee and disbursement from the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement toTrust Fund by the Trustee, the Offer DocumentsTrust Fund will terminate and the Trustee shall thereupon be obligated to release as promptly as practicable to Buyer the monies then held in the Trust Fund, which such funds will be free of any Liens whatsoever, and will be available for use in the businesses of Buyer and the Company. As of the Closing Date, those obligations of Buyer to dissolve or liquidate within a specified time period as contained in its Amended and Restated Memorandum of Association and its Amended and Restated Articles of Association (collectively, the Schedule 14D-9“Buyer Organizational Documents”) will terminate, and effective as of the Proxy Statement or Closing Date Buyer shall have no obligation whatsoever to dissolve and liquidate the other documents required to be filed assets of Buyer by Parent or reason of the Company in connection with consummation of the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actthis Agreement.

Information Supplied. None of the information supplied or to be supplied by Parent in writing on or behalf of the REIT II Parties or any REIT II Subsidiary for inclusion or incorporation by reference in (a) the Offer Documents, the Schedule 14D-9, the REIT I Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination it is first mailed to the Company’s shareholders or, in the case of the Proxy StatementREIT I stockholders, at the time of the meeting REIT I Stockholders Meeting, at which the Company Shareholder Vote time the Form S-4 is to be takendeclared effective by the SEC or at the REIT 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. If , or (b) the Form S-4 will, at the time such document is declared effective by the SEC, contain any time prior untrue statement of material fact or omit to the expiration of the Offer or the Effective Time, as the case may be, state any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is material fact required to be described stated therein or necessary in an amendment oforder to make the statements therein, or a supplement toin light of the circumstances under which they are made, not misleading. All documents that REIT II is responsible for filing with the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required relating to REIT II and the REIT II Subsidiaries (or other information supplied by law, disseminated to the shareholders or on behalf of the Company, and such amendment REIT II or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents any REIT II Subsidiaries for inclusion therein) will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT I Parties.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing Purchaser or any of its Subsidiaries or Merger Sub for inclusion or incorporation by reference in (A) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Purchaser in connection with the OfferShare Issuance, or any of the amendments or supplements thereto (collectively, the Merger and the other transactions contemplated hereby will “Form S-4”) will, at the time the Form S-4 is filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, dissemination and (B) the joint proxy statement for use relating to the Company’s adoption by the stockholders of Company of this Agreement and approval by the shareholders or, in the case of Purchaser of the Share Issuance and the Articles Amendment, or any of the amendments or supplements thereto (collectively, the “Joint Proxy Statement”) will, on the date it is first mailed to Purchaser shareholders and to Company stockholders or at the time of the meeting at which Purchaser Shareholders Meeting (as defined in Section 5.1(c)) and the Company Shareholder Vote is to be takenStockholders Meeting (as defined in Section 5.1(b)), 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. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder.

Information Supplied. None of the information supplied in writing or to be supplied by Parent in writing by Parent, on its own or on behalf of Merger Sub, or any of their Representatives specifically for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the 14D-9 and any other documents required to be filed with the SEC by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be taken, (and 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 light of the circumstances under which they are were made, not misleading. If misleading at the respective times the Schedule 14D-9, or any amendments or supplements thereto, are filed with the SEC or at the time prior they are first published, sent or given to the expiration stockholders of the Offer or the Effective TimeCompany, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the . The Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger Documents and the other transactions contemplated herebyForm S-4 will, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly when filed with the SEC and, as and to or at any time it is amended or supplemented or on the extent required by law, date first disseminated to the shareholders of the Company’s stockholders, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Exchange Act, the Securities Act and all other applicable Laws. The Offer Documents and the Exchange ActForm S-4 (and any amendment thereof or supplement thereto), when filed with the SEC or at any time it is amended or supplemented or on the date first disseminated to the Company’s stockholders, as applicable, shall not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by Parent or Merger Sub with respect to statements made or omissions included or incorporated by reference in the Offer Documents, the Form S-4 or the Schedule 14D-9 based upon information specifically supplied to Parent or any of its Representatives by or on behalf of the Company or any of its Representatives for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by the Parent in writing or the Subs specifically for inclusion or incorporation by reference in (i) the Offer DocumentsForm S-1 will, at the Schedule 14D-9time the Form S-1 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, (ii) the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination date it is first mailed to the Company’s Parent's shareholders or, in the case of the Proxy Statement, and at the time of the meeting at which of the Company Shareholder Vote is Parent's shareholders held to vote on approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, and (iii) the Form 8-K(s) (the "Form 8-K") to be filed with the SEC and at any time it 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement toThe Proxy Statement, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger Form S-1 and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Form 8-K will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Act and the Exchange Actrules and regulations thereunder, except that no representation is made by the Parent or the Subs with respect to statements made or incorporated by reference therein based on information supplied by the Lxxxxxx Entities or the Shareholders specifically for inclusion or incorporation by reference in the Proxy Statement or Form S-1.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing MediaOne for inclusion or incorporation by reference in the Offer Documentsregistration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of Comcast Common Stock issuable in the Merger will be registered with the SEC (the "REGISTRATION STATEMENT") shall not at the time the Registration Statement 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 in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by MediaOne for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the "PROXY STATEMENT") to be sent to the stockholders of MediaOne in connection with their meeting to consider this Agreement and the Merger (the "MEDIAONE STOCKHOLDERS' MEETING") and to the stockholders of Comcast in connection with their meeting to consider the issuance of shares of Comcast Common Stock in the Merger and, if necessary, the Schedule 14D-9amendment to the articles of incorporation of Comcast contemplated by Section 2.03 hereof (the "COMCAST STOCKHOLDERS' MEETING" and together with the MediaOne Stockholders' Meeting, the "STOCKHOLDERS' MEETINGS") shall not, on the date the Proxy Statement (if applicable), is first mailed to the stockholders of MediaOne and Comcast or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case either of the Proxy Statement, Stockholders' Meetings or at the time of the meeting at which the Company Shareholder Vote is to be takenEffective 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.

Information Supplied. None At the time of the meeting of shareholders of Seller to vote upon the Seller's Plan of Liquidation and Dissolution and this Agreement, the Collateral Documents and the transactions contemplated hereby or, in the case of the S-4, as amended or supplemented, at the time it becomes effective and at the time of any post-effective amendment thereto which occurs prior to the mailing of the Proxy Statement/Prospectus for such meeting, none of the information supplied or to be supplied by Parent in writing Buyer, its auditors, attorneys, financial advisors or other consultants or advisors for inclusion in (i) the S-4, or incorporation by reference in the Offer Documents, the Schedule 14D-9, (ii) the Proxy Statement (if applicable), Statement/Prospectus and any amendment or the other documents required supplement thereto to be filed by Parent or the Company distributed in connection with Seller's meeting of shareholders to vote upon the OfferSeller's Plan of Liquidation and Dissolution and this Agreement, the Merger Collateral Documents and the other transactions contemplated hereby hereby, will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be taken, 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 in which they are made, not misleading. If at misleading or necessary to correct any time prior statement in any earlier filing with the SEC of such Proxy Statement/Prospectus or any amendment or supplement thereto or any earlier communication (including the Proxy Statement/Prospectus) to the expiration shareholders of the Offer or the Effective Time, as the case may be, any event Seller with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement S-4 or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawthis Agreement. The Offer Documents Proxy Statement/Prospectus will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of all Applicable Laws, including the provisions of the Exchange Act, the Securities Act and the Exchange Sarbanes-Oxley Act, and the rules and regulations of the SEC therexxxxx, xxxxxx that this paragraph shall not apply with respect to information supplied by Seller specifically for inclusion therein.

Information Supplied. None Each of Purchaser and Seller agrees, solely as to information it provides, that none of the information supplied included or to be supplied by Parent in writing for inclusion or incorporation incorporated by reference in the Tender Offer Documents and the Proxy Documents will, as of the dates such documents are filed with the SEC or the New York Stock Exchange, as of the date of the consummation or expiration of the Tender Offer (in the case of the Tender Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger ) and the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, Stockholders Meeting (in the case of the Proxy Statement, at the time of the meeting at which the Company Shareholder Vote is to be takenDocuments), 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. If at Each of Purchaser and Seller agrees to promptly correct any time prior information provided by it for use in the Tender Offer Documents or the Proxy Documents, if and to the expiration of extent that such information shall have become false or misleading in any material respect, and Pellxx xxxther agrees to take all steps necessary to amend or supplement the Tender Offer Documents it has filed or the Effective TimeProxy Documents, as the case may be, any event with respect and to Parent (including its officers, directors and subsidiaries) shall occur that is required cause such documents as so amended or supplemented to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC andand the New York Stock Exchange and to be disseminated to the holders of Common Stock, in each case as and to the extent required by lawapplicable Law. Seller shall provide Purchaser and its counsel with any comments or other communications, disseminated whether written or oral, that Seller may receive from time to time from the shareholders of the Company, and such amendment SEC or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (its staff with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements Tender Offer Documents or the Proxy Documents promptly after the receipt of the Securities Act and the Exchange Actsuch comments or other communications.

Information Supplied. None of the information supplied or to be -------------------- supplied by Parent in writing Xxxxxxx for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form F-4 to be filed with the SEC by Parent or the Company Shire in connection with the Offer, issuance of Ordinary Shares and Shire ADSs in the Merger and (the other transactions contemplated hereby will "Form F-4") will, at the time the -------- Form F-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, dissemination (ii) the UK Disclosure Documents will, on the date the UK Disclosure Documents are first mailed to the Company’s shareholders or, in the case of the Proxy Statement, Shire or at the time of the meeting at which the Company Shareholder Vote is to be takenShire 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 the light of the circumstances under which they are made, not misleading or (iii) the Proxy Statement will, at the date it is first mailed to Xxxxxxx shareholders or at the time of the Xxxxxxx 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 the light of the circumstances under which they are made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Proxy Statement or the other documents required will comply as to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Actrules and regulations thereunder, except that no representation is made by Xxxxxxx with respect to statements made or incorporated by reference therein based on information supplied by Shire.

Information Supplied. (i) None of the information supplied or to be supplied by Parent in writing Purchaser or any of its Subsidiaries or Merger Sub for inclusion or incorporation by reference in (A) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Purchaser in connection with the OfferShare Issuance, or any of the amendments or supplements thereto (collectively, the Merger and the other transactions contemplated hereby will "Form S-4") will, at the time the Form S-4 is filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, dissemination and (B) the joint proxy statement for use relating to the Company’s adoption by the stockholders of Company of this Agreement and approval by the shareholders or, in the case of Purchaser of the Share Issuance and the Articles Amendment, or any of the amendments or supplements thereto (collectively, the "Joint Proxy Statement") will, on the date it is first mailed to Purchaser shareholders and to Company stockholders or at the time of the meeting at which Purchaser Shareholders Meeting (as defined in Section 5.1(c)) and the Company Shareholder Vote is to be takenStockholders Meeting (as defined in Section 5.1(b)), 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. If at any time prior The Form S-4 will comply as to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Exchange Act and the Securities Act and the Exchange Actrules and regulations of the SEC thereunder.

Information Supplied. None of the information supplied relating to the REIT I Parties or to be supplied any other REIT I Subsidiary contained or incorporated by Parent reference in the Proxy Statement or the Form S-4 or that is provided by any of the REIT I Parties or any other REIT I Subsidiary in writing for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the any document filed with any other documents required to be filed by Parent or the Company Governmental Authority in connection with the Offer, the Merger and the other transactions contemplated hereby by this Agreement will at the time of its filing, dissemination to the Company’s shareholders or, (a) in the case of the Proxy Statement, at the time of the meeting mailing thereof, at which the Company Shareholder Vote time of the Stockholders Meeting, at the time the Form S-4 is declared effective or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be takenstated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Form S-4 or with respect to any other document to be filed by REIT I with the SEC in connection with the 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. If at any time prior to All documents that REIT I is responsible for filing with the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company SEC in connection with the Offer, the Merger and the other transactions contemplated herebyby this Agreement, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated relating to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to ParentREIT I, its officers, directors and subsidiariespartners 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 in all material respects with the applicable requirements of the Securities Act and the Exchange Act; provided, that no representation is made as to statements made or incorporated by reference by or on behalf of the REIT II Parties.

Information Supplied. None of the information supplied or to be supplied by Parent in writing the Company for inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company in connection with the Offerissuance of Parent Common Stock as required by the terms of this Agreement (the "SHARE ISSUANCE") pursuant to the Merger (the "S-4"), at the time the S-4 is filed with the 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 not misleading, and (ii) the proxy statement relating to the Company Stockholder Meeting (as hereinafter defined) and the Parent Stockholder Meeting (as defined in Section 4.5) to be held in connection with the Merger and the other transactions contemplated hereby will at Share Issuance (the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement"PROXY STATEMENT") will, at the time date mailed to stockholders and at the times of the meeting at which the Company Shareholder Vote is meetings of stockholders to be takenheld 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 expiration of the Offer or the Effective Time, as the case may be, Time any event with respect to Parent (including the Company, its officers, officers and directors and subsidiaries) shall or any of its subsidiaries should occur that which is required to be described in an amendment of, or a supplement to, the Offer DocumentsS-4 or the Proxy Statement, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Company shall promptly so advise Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any , and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as and to the extent required by lawLaw, disseminated to the shareholders stockholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents Proxy Statement, insofar as it relates to the Company Stockholder Meeting, will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Parent in writing Bakex Xxxhxx xx Sub for inclusion or incorporation by reference in the Offer DocumentsS-4 will, at the Schedule 14D-9time the S-4 becomes effective under the Securities Act 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 not misleading, and none of the information supplied or to be supplied by Bakex Xxxhxx xx Bakex Xxxhxx Xxx and included or incorporated by reference in the Proxy Statement (if applicable)will, or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby will at the time date mailed to stockholders of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement, Drilex or at the time of the meeting at which the Company Shareholder Vote is of such stockholders to be takenheld in connection with the Merger 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, Time any event with respect to Parent (including Bakex Xxxhxx xx any of its officersSubsidiaries, directors and subsidiaries) or with respect to other information supplied by Bakex Xxxhxx xx Sub for inclusion in the Proxy Statement or S-4, shall occur that which is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the OfferS-4, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any , and such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawSEC. The Offer Documents Proxy Statement, insofar as it relates to Bakex Xxxhxx, Xxb or other Subsidiaries of Bakex Xxxhxx xx other information supplied by Bakex Xxxhxx xx Sub for inclusion therein, will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Act.rules and regulations thereunder. (f) Absence of Certain Changes or Events. Except as disclosed in, or reflected in the financial statements included in, the Bakex Xxxhxx XXX Documents or on Schedule 3.2(f), or except as contemplated by this Agreement, since September 30, 1996, there has not been: (i) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of Bakex Xxxhes's capital stock, except for regular quarterly cash dividends not in excess of $.115 per share on Bakex Xxxhxx Xxxmon Stock (or a pro rata amount for any dividend less than a full quarter) with usual record and payment dates for such dividends; (ii) any amendment of any material term of any outstanding equity security of Bakex Xxxhxx xx any Significant Subsidiary; (iii) any repurchase, redemption or other acquisition by Bakex Xxxhxx xx any Subsidiary of any outstanding shares of capital stock or other equity securities of, or other ownership interests in, Bakex Xxxhxx xx any Subsidiary, except as contemplated by Bakex Xxxhxx Xxxefit Plans; (iv) any material change in any method of accounting or accounting practice or any tax method, practice or election by Bakex Xxxhxx xx any Subsidiary; or (v) any other transaction, commitment, dispute or other event or condition (financial or otherwise) of any character (whether or not in the ordinary course of business) that has had a Material Adverse Effect on Bakex Xxxhxx, except for general economic changes and changes that may affect the industries of Bakex Xxxhxx xx any of its Subsidiaries generally. (g)

Information Supplied. None of the information supplied or to be supplied by Parent in writing Spice for inclusion or incorporation by reference in the Offer Documents, the Schedule 14D-9, the Proxy Registration Statement (if applicable), or the other documents required on Form S-4 to be filed with the SEC by Parent or the Company Reincorporation Sub in connection with the Offerissuance of shares of New Common Stock and New Series A Preferred Stock, if any, in the Merger and Mergers (the other transactions contemplated hereby will "S-4") will, at the time the S-4 becomes effective under the Securities Act or at the SM Effective Time, contain any untrue statement of its filinga material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, dissemination and none of the information supplied or to the Company’s shareholders or, be supplied by Spice and included or incorporated by reference in the case Joint Proxy Statement will, at the date mailed to stockholders of Spice and at the Proxy Statement, date mailed to stockholders of MXP or at the time of the meeting at which the Company Shareholder Vote is of such stockholders to be takenheld in connection with the Mergers or at the SM 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. If at any time prior to the expiration of the Offer or the SM Effective Time, as the case may be, Time any event with respect to Parent (including Spice or any of its officersSubsidiaries, directors and subsidiaries) or with respect to other information supplied by Spice for inclusion in the Joint Proxy Statement or S-4, shall occur that which is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement S-4 or the other documents required to be filed by Parent or the Company in connection with the OfferJoint Proxy Statement, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any , and such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders stockholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable lawSpice. The Offer Documents Joint Proxy Statement, insofar as it relates to Spice or its Subsidiaries or other information supplied by Spice for inclusion therein, will (with respect comply as to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements provisions of the Securities Exchange Act and the Exchange Actrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Parent in writing for First-Knox xxx inclusion or incorporation by reference in (i) the Offer Documents, the Schedule 14D-9, the Proxy Statement (if applicable), or the other documents required registration statement on Form S-4 to be filed with the SEC by Parent or the Company Park in connection with the Offer, issuance of Park Common Shares in the Merger and (the other transactions contemplated hereby will at the time of its filing, dissemination to the Company’s shareholders or, in the case of the Proxy Statement"S-4") will, at the time the S-4 is filed with the 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 meeting circumstances under which they were made, not misleading, and (ii) the Proxy Statement will, at which the Company Shareholder Vote is date of mailing to shareholders and at the times of the meetings of shareholders to be takenheld 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 were made, not misleading. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the The Proxy Statement or the other documents required (except for such portions thereof that relate only to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, Park) will comply as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply form in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act20 -------------------------------------------------------------------------------- rules and regulations of the SEC thereunder. All information about First-Knox xxx its Subsidiaries included in the S-4 and Proxy Statement will be deemed to have been supplied by First-Knox.

Information Supplied. None of the The information supplied or to be supplied by Parent in writing Stone for inclusion or incorporation by reference in the Offer Documents, registration statement on Form S-4 or any amendment or supplement thereto pursuant to which shares of JSC Common Stock issuable in the Schedule 14D-9, Merger will be registered with the Proxy SEC (the "Registration Statement") shall not at the time the Registration Statement (if applicable), is declared effective by the SEC contain any untrue statement of a material fact or the other documents omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The information supplied by Parent Stone for inclusion in the joint proxy statement/prospectus or any amendment or supplement thereto (the Company "Proxy Statement") to be sent to the stockholders of Stone in connection with the Offer, their meeting to consider this Agreement and the Merger and the other transactions contemplated hereby will at the time of its filing, dissemination amendments to the Company’s shareholders or, Stone certificate of incorporation contemplated by Section 1.02 hereof (the "Stone Stockholders' Meeting") and to the stockholders of JSC in connection with their meeting to consider the issuance of shares of JSC Common Stock in the case Merger and the amendments to the JSC certificate of incorporation contemplated by Section 1.04(a) hereof (the "JSC Stockholders' Meeting" and together with the Stone Stockholders' Meeting, the "Stockholders' Meetings") shall not, on the date the Proxy Statement, Statement is first mailed to the stockholders of Stone and JSC or at the time of the meeting at which the Company Shareholder Vote is to be takenStockholders' Meetings, 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. If at any time prior to the expiration of the Offer or the Effective Time, as the case may be, any event with respect to Parent (including its officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Offer Documents, the Schedule 14D-9, the Proxy Statement or the other documents required to be filed by Parent or the Company in connection with the Offer, the Merger and the other transactions contemplated hereby, Parent shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC and, as and to the extent required by law, disseminated to the shareholders of the Company, and such amendment or supplement shall comply in all material respects with all provisions of applicable law. The Offer Documents will (with respect to Parent, its officers, directors and subsidiaries) comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act.