Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger Share Issuance (the "Parent “Form S-4"”) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time the Registration Statements become Form S-4 is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 Sub specifically its Representatives in writing expressly for inclusion therein. The information supplied or incorporation to be supplied by reference the Company for inclusion in the GBC joint proxy statement/prospectus included in the Form 10 or S-4 (the “Joint Proxy Statement/Prospectus”) will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or its Representatives in writing expressly for inclusion therein. The Form S-4 and the Joint Proxy Statement/Prospectus (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting but excluding any portion thereof based on information supplied by Parent or its Representatives in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) 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 promulgated thereunder. The information relating to the Company and its Subsidiaries which is provided by the Company or its Representatives (a) in any document filed with any Gaming Authority in connection herewith and (b) in the Spin-ProspectusOff Registration Statement shall 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.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Class P Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution Merger (the "GBC Form 10" and, together with the Parent Form S-4as amended or supplemented from time to time, the "“Registration Statements"Statement”) will, at the time the Registration Statements become Statement, or any amendment or supplement thereto, is filed with the SEC or at the time it becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (iib) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") Statement will, at on the date it is first mailed to the Company's stockholders orholders of Listed Shares, if applicable, Parent's shareholders, or and at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Shareholder 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 and (c) the proxy statement filed by Parent with the SEC in connection with Parent Stockholder Approval (the “Parent Proxy Statement” and together with the Company Proxy Statement, the “Proxy Statements”) will, on the date it is first mailed to stockholders of Parent, and at the time of the Parent Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Company Proxy Statement-Prospectus Statement will comply as to form in all material respects with the provisions applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, except that the Company makes no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in any of the GBC Form 10 or the Proxy Statement-Prospectusforegoing documents.

Information Supplied. None of the information supplied or to be supplied provided by the Company specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (including any amendments or supplements, the "Parent “Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"”) will, at the time the Registration Statements become Form S-4 becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (iib) the proxy statement-prospectus statement relating to the Company Stockholders Stockholders’ Meeting and, if and the proxy statement relating to the Parent Shareholder Approval Stockholders’ Meeting (such proxy statements together, in each case as defined in Section 4.02(c)) is required by the applicable rules of the NYSEamended or supplemented from time to time, the Parent Shareholders Meeting (the "“Joint Proxy Statement-Prospectus"”) will, at the date it is first mailed to the Company's ’s stockholders or, if applicable, and Parent's shareholders, ’s stockholders or at the time of the Company Stockholders Stockholders’ Meeting or, if applicable, or the Parent Shareholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 Joint Proxy Statement (other than the portion thereof relating solely to the Parent Stockholders’ Meeting) and the Proxy Statement-Prospectus Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement which were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in on behalf of the GBC Form 10 or the Proxy Statement-ProspectusCompany.

Information Supplied. None of the information supplied provided or to be supplied provided by the Company specifically Parent or its Subsidiaries for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 misleading; provided, that, with respect to projected financial information provided by or (ii) on behalf of Parent, Parent represents only that such information was prepared in good faith by management of Parent on the proxy statement-prospectus relating basis of assumptions believed by such management to the Company Stockholders Meeting and, if the Parent Shareholder Approval (be reasonable as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, time made. None of the information provided by Parent Shareholders Meeting (or its Subsidiaries for inclusion or incorporation by reference in the "Joint Proxy Statement-Prospectus") Statement will, at the date it is first mailed to Parent’s shareholders or the Company's ’s stockholders or, if applicable, Parent's shareholders, or at the time of the Parent Shareholders’ Meeting or the Company Stockholders Meeting or, if applicable, the Parent Shareholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, that, with respect to projected financial information provided by or on behalf of Parent, Parent represents only that such information was prepared in good faith by management of Parent on the basis of assumptions believed by such management to be reasonable as of the time made. The GBC Form 10 S-4 and the Joint Proxy Statement-Prospectus Statement (other than the portion thereof relating solely to the Company Stockholders’ Meeting) and the Form S-4 will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 4.8, except that no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement that were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectuson behalf of Parent.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Sub specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") Statements will, at the time the Registration Statements they become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c))Meeting, if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement)Distribution, in the case of the GBC Form 10, 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 misleading, or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") Prospectus will, at the date it is first mailed to the Company's 50 46 stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Parent Form 10 S-4 will comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations thereunder, and, if the Parent Shareholder Approval is required, the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Parent or Sub with respect to statements made or incorporated by reference therein in the Parent Form S-4 or the Proxy Statement-Prospectus based on information supplied by Parent or Sub the Company specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectustherein.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of the Parent Common Stock Class A Ordinary Shares in the Merger (the "Parent “Form S-4"”) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time the Registration Statements become Form S-4 is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 specifically in writing expressly for inclusion therein. The information supplied or incorporation to be supplied by reference the Company for inclusion in the GBC proxy statement relating to the Company Shareholder Meeting and Parent Shareholder Meeting included in the Form 10 or S-4 (the “Proxy Statement/Prospectus”) will not, at the time the Proxy Statement-Prospectus/Prospectus is first mailed to the Company Shareholders and at the time of each Shareholder Meeting to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, 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 expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof relating to the Company Shareholder Meeting but excluding any portion thereof based on information supplied by Parent or Merger Sub in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) 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 promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 Offer Documents or any amendments or supplements thereto to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") Offer will, at the time filed with the Registration Statements become effective under the Securities Act or the Exchange Act, as applicableSEC, at the time mailed to holders of any post-effective amendments or supplements thereto, at the Effective Time Shares and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case consummation of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingOffer, 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, and (ii)(x) the proxy statement (the "Proxy Statement") or any amendments or supplements thereto relating to the Company Stockholder Meeting will, at the date mailed to stockholders and at the time of the Company Stockholder Meeting or (y) the Schedule 14D-9 or any amendments or supplements thereto will, at the time filed with the SEC and at the time mailed 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 circumstances under which they were made, not misleading. If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, (i) the Schedule 14D-9 or the Proxy Statement, such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company or (ii) the Offer Documents, the Company shall promptly notify Parent and provide Parent with such information as is necessary to allow Parent to prepare such amendment and supplement. The GBC Form 10 Schedule 14D-9 and the Proxy Statement-Prospectus , and any amendment or supplement thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. None of the information supplied provided by Parent or to be supplied by the Company specifically its Subsidiaries for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become Form S-4 becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (iib) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Joint Proxy Statement-Prospectus") Statement will, at the date it is first mailed to Parent’s stockholders and the Company's ’s stockholders or, if applicable, Parent's shareholders, or at the time of the Parent Stockholders’ Meeting or the Company Stockholders Meeting or, if applicable, the Parent Shareholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (c) the Debt Offering Documents will, at the time the applicable document thereof becomes effective under the Securities Act or the date it is first mailed to the holders of Notes, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The GBC Form 10 Joint Proxy Statement (other than the portion thereof relating solely to the Company Stockholders’ Meeting) and the Proxy Statement-Prospectus Form S-4 (other than the portion thereof based on information supplied by the Company for inclusion or incorporation by reference therein, with respect to which no representation is made by Parent or any of its Subsidiaries) will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference therein based on information in the Form S-4, the Joint Proxy Statement or the Debt Offering Documents which were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectuson behalf of Parent.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent “Form S-4"”) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time the Registration Statements become Form S-4 is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 Sub specifically any of its representatives expressly for inclusion therein. The information supplied or incorporation to be supplied by reference the Company for inclusion in the GBC proxy statement relating to the Company Shareholders’ Meeting including in the Form 10 or S-4 (the “Proxy Statement/Prospectus”) will not, at the time the Proxy Statement-Prospectus/Prospectus is first mailed to the shareholders of the Company and at the time of any meeting of Company shareholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof relating to the Company Shareholders’ Meeting but excluding any portion thereof based on information supplied by Parent or any of its representatives expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) 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 promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically or any of its Subsidiaries for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance registration under the Securities Act of the shares of Parent Common Stock to be issued in the Merger (as amended or supplemented from time to time, the "Parent “Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"”) will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make therein, in light of the statements therein circumstances under which they are made, not misleading or and (iib) the joint proxy statement-prospectus statement to be sent to the stockholders of Parent relating to the Parent Stockholders’ Meeting and to the stockholders of the Company relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Stockholders’ Meeting (the "“Joint Proxy Statement-Prospectus"”) will, at the date it it, or any amendment or supplement to it, is first mailed to stockholders of the Company's Company and stockholders or, if applicable, Parent's shareholders, or of Parent and at the time of the Company Stockholders Stockholders’ Meeting or, if applicable, and at the time of the Parent Shareholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference therein). The GBC Form 10 and the Joint Proxy Statement-Prospectus Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. (a) None of the information supplied or to be supplied by the Company specifically Preview for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or and (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") /Prospectus will, at on the date it is first mailed to the Company's Preview stockholders or, if applicable, Parent's shareholders, or at the time of the Company Preview Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 Each of the financial statements of Preview and its Subsidiaries (including the related notes) included in the Proxy Statement/Prospectus will present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Preview and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with U.S. GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-Prospectus end adjustments and the absence of notes. The Form S-4 will comply as to form in all material respects with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC 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 Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. None of the information supplied or to be supplied provided by the Company specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (including any amendments or supplements, the "Parent “Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"”) will, at the time the Registration Statements become Form S-4 becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, (iib) the proxy statement-prospectus statement relating to the Company Stockholders Stockholders’ Meeting and, if and the proxy statement relating to the Parent Shareholder Approval Stockholders’ Meeting (such proxy statements together, in each case as defined in Section 4.02(c)) is required by the applicable rules of the NYSEamended or supplemented from time to time, the Parent Shareholders Meeting (the "“Joint Proxy Statement-Prospectus"”) will, at the date it is first mailed to the Company's ’s stockholders or, if applicable, and Parent's shareholders, ’s stockholders or at the time of the Company Stockholders Stockholders’ Meeting or, if applicable, or the Parent Shareholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (c) the Debt Offering Documents will, at the time the applicable document thereof becomes effective under the Securities Act or the date it is first mailed to the holders of Notes, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The GBC Form 10 Joint Proxy Statement (other than the portion thereof relating solely to the Parent Stockholders’ Meeting) and the Proxy Statement-Prospectus Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information in the Form S-4, the Joint Proxy Statement or the Debt Offering Documents which were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in on behalf of the GBC Form 10 or the Proxy Statement-ProspectusCompany.

Information Supplied. None of the information supplied provided or to be supplied provided by the Company specifically or its Subsidiaries for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (including any amendments or supplements, the "Parent “Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"”) will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 misleading; provided, that, with respect to projected financial information provided by or (ii) on behalf of the Company, the Company represents only that such information was prepared in good faith by management of the Company on the basis of assumptions believed by such management to be reasonable as of the time made. None of the information provided by the Company or its Subsidiaries for inclusion or incorporation by reference in the proxy statement-prospectus statement relating to the Company Stockholders Stockholders’ Meeting and, if and the proxy statement relating to the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules Shareholders’ Meeting which are a part of the NYSEForm S-4 (such proxy statements together, in each case as amended or supplemented from time to time, the Parent Shareholders Meeting (the "“Joint Proxy Statement-Prospectus"”) will, at the date it is first mailed to the Company's ’s stockholders or, if applicable, or Parent's shareholders, ’s shareholders or at the time of the Company Stockholders Stockholders’ Meeting or, if applicable, or the Parent Shareholders Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, that, with respect to projected financial information provided by or on behalf of the Company, the Company represents only that such information was prepared in good faith by management of the Company on the basis of assumptions believed by such management to be reasonable as of the time made. The GBC Form 10 and Joint Proxy Statement (other than the Proxy Statement-Prospectus portion thereof relating solely to the Parent Shareholders’ Meeting) will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.8, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement that were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in on behalf of the GBC Form 10 or the Proxy Statement-ProspectusCompany.

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 the Company specifically it or its Subsidiaries for inclusion or incorporation by reference in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (including the "Parent Form S-4") or the registration proxy statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution and prospectus (the "GBC Form 10" and, together with the Parent Form S-4, Prospectus/ Proxy Statement") constituting a part thereof) (the "S-4 Registration StatementsStatement") will, at the time the S-4 Registration Statements become Statement becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading or misleading, (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Prospectus/Proxy Statement-Prospectus") Statement and any amendment or supplement thereto will, at the date it is first mailed of mailing to the Company's stockholders or, if applicable, Parent's shareholders, or and at the time of the meeting of stockholders of the Company Stockholders Meeting or, if applicable, to be held in connection with the Parent Shareholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading and (iii) any Transaction Statement on Schedule 13E-3 to be filed with the SEC by the Company concurrently with the filing of the preliminary proxy materials relating to the Merger (the "Transaction Statement") will, at the time the Transaction Statement is filed with the SEC, at the time the S-4 Registration Statement becomes effective, at the time the Prospectus/ Proxy Statement is mailed to the stockholders of the Company and at the date of the meeting of the stockholders of the Company, contain any untrue statement of a material fact or omit to state any material law 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 GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. None of the information supplied or to be supplied provided by the Company specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (including any amendments or supplements, the "Parent “Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"”) will, at the time the Registration Statements become Form S-4 becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (iib) the proxy statement-/prospectus relating to the Company Stockholders Stockholders’ Meeting and, if and the proxy statement relating to the Parent Shareholder Approval Stockholders’ Meeting (such proxy statements together, in each case as defined in Section 4.02(c)) is required by the applicable rules of the NYSEamended or supplemented from time to time, the Parent Shareholders Meeting (the "“Joint Proxy Statement-Prospectus"”) will, at the date it is first mailed to the Company's ’s stockholders or, if applicable, and Parent's shareholders, ’s stockholders or at the time of the Company Stockholders Stockholders’ Meeting or, if applicable, or the Parent Shareholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 Joint Proxy Statement (other than the portion thereof relating solely to the Parent Stockholders’ Meeting) and the Proxy Statement-Prospectus Form S-4 (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting) will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations thereunderExchange Act. Notwithstanding the foregoing provisions of this Section 3.12, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement which were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in on behalf of the GBC Form 10 or the Proxy Statement-ProspectusCompany.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically it or its Representatives in writing expressly for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger Share Issuance (the "Parent “Form S-4"”) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willany amendment or supplement thereto shall not, at the time the Registration Statements become Form S-4 or such amendment or supplement is declared effective under by the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10SEC, 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 it with respect to statements made therein not misleading or (ii) the proxy statement-prospectus relating to based on information supplied by the Company Stockholders Meeting andor its Representatives (in the case of Parent and Merger Sub) or Parent, if Merger Sub and their respective Representatives (in the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules case of the NYSE, Company) in writing expressly for inclusion therein. The information supplied or to be supplied by it or its Representatives in writing expressly for inclusion in the Parent Shareholders Meeting (the "Joint Proxy Statement-Prospectus") will/Prospectus or any amendment or supplement thereto shall not, at the date it time the Joint Proxy Statement/Prospectus or such amendment or supplement is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or of the Company and of Parent and at the time of the Company Stockholders Stockholders’ Meeting or, if applicable, the and Parent Shareholders 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, except that no representation or warranty is made by it with respect to statements made therein based on information supplied by the Company or its Representatives (in the case of Parent and Merger Sub) or by Parent, Merger Sub and their respective Representatives (in the case of the Company) in writing expressly for inclusion therein. The GBC Form 10 S-4 and the Joint Proxy Statement-/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by it or its Representatives for inclusion therein, but excluding any portion thereof based on information supplied by the Company or its Representatives (in the case of Parent and Merger Sub) or Parent, Merger Sub and their respective Representatives (in the case of the Company) in writing expressly for inclusion therein, with respect to which no representation or warranty is made by it) and any amendments or supplements thereto will comply comply, as of their respective dates of filing and as of the date of any amendment or supplement that supersedes an initial filing, as to form in all material respects with the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The information relating to it and its Subsidiaries which is provided by it or its Representatives in writing expressly for inclusion in any document filed with any Gaming Authority in connection herewith shall not, as of the date of any such filing, 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 it with respect to statements made or incorporated by reference therein based on information supplied by the Company or its Representatives (in the case of Parent and Merger Sub) or by Parent, Merger Sub specifically or their respective Representatives (in the case of the Company) in writing expressly for inclusion or incorporation by reference therein. Without limiting the generality of the foregoing, the Parties acknowledge that the Gaming Authorities may require the submission of a full, unredacted copy of the Debt Financing Commitment and other documents relating to the Debt Financing (but not the fee letters relating thereto unless such fee letters have been redacted to remove fee amounts, the economic portion of any market “flex” provisions, pricing caps and other economic terms set forth therein in a manner reasonably acceptable to the GBC Form 10 or the Proxy Statement-ProspectusFinancing Sources).

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically or any of its Consolidated Subsidiaries or any member of the Subsidiary Adviser Group for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 N-14 to be filed with the SEC by Parent in connection with the issuance registration under the Securities Act of the shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock issued in the Company Distribution Merger (the "GBC Form 10" and, together with the Parent Form S-4as amended or supplemented from time to time, the "Registration Statements"“Form N-14”) will, at the time the Registration Statements become Form N-14 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make therein, in light of the statements therein circumstances under which they are made, not misleading or and (iib) the joint proxy statement-prospectus statement to be sent to the stockholders of Parent relating to the Parent Stockholders’ Meeting and to the stockholders of the Company relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Stockholders’ Meeting (the "“Joint Proxy Statement-Prospectus"”) will, at the date it or any amendment or supplement is first mailed to stockholders of the Company's Company and stockholders or, if applicable, Parent's shareholders, or of Parent and at the time of the Company Stockholders Stockholders’ Meeting or, if applicable, and at the time of the Parent Shareholders Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleadingmisleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Acquisition Sub, or to statements made therein based on information supplied by or on behalf of Parent or Acquisition Sub for inclusion or incorporation by reference therein). The GBC Form 10 and the Joint Proxy Statement-Prospectus Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically Ensco for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4"Registration Statement provided for in Section 5.18(d) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time the Registration Statements become Statement is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Ensco with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically Rowan in writing expressly for inclusion therein. The information supplied or incorporation to be supplied by Ensco for inclusion in the Proxy Statement (including, for the avoidance of any doubt, the Scheme Document) will not, at the time the Proxy Statement is first mailed to Ensco Shareholders and at the time of any meeting of Ensco Shareholders to be held in connection with the issuance of the New Ensco Shares, the Scheme Meeting and the Xxxxx XX to be held in connection with the Transaction, 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 Ensco with respect to statements made or incorporated by reference therein based on information supplied by Rowan in the GBC Form 10 or writing expressly for inclusion therein. The Registration Statement and the Proxy Statement-ProspectusStatement (solely with respect to the portion thereof relating to the Ensco Shareholder Meeting but excluding any portion thereof based on information supplied by Rowan in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Ensco) 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 promulgated thereunder and any applicable provisions of the Companies Act.

Information Supplied. None of the information supplied or to be supplied by the Company specifically in writing for inclusion or incorporation by reference in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become S-4 is filed with the SEC or when it becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 misleading, and none of the information supplied or (ii) to be supplied by the proxy statement-prospectus Company in writing for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus relating to the Company Stockholders Stockholder Meeting and, if and the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Stockholder Meeting (the "Proxy Statement-Prospectus") will, at the date it the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or, if applicable, and Parent's shareholders, or stockholders and at the time of the Company's stockholders meeting convened for the purpose of obtaining the Company Stockholders Meeting or, if applicable, Stockholder Approval (as defined in SECTION 3.1(aa)) (the "COMPANY STOCKHOLDER MEETING") and the time of Parent's stockholders meeting convened for the purpose of obtaining the Parent Shareholders MeetingStockholder Approval (as defined in SECTION 3.2(u)) (the "PARENT STOCKHOLDER MEETING"), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 Joint Proxy Statement/Prospectus, as it relates to the Company Stockholder Meeting and the Proxy Statement-Prospectus Parent Stockholder Meeting (collectively, the "STOCKHOLDER MEETINGS"), will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company in this SECTION 3.1(h) with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically in writing for inclusion or incorporation by reference in the GBC Form 10 S-4 or the Joint Proxy Statement-/Prospectus.

Information Supplied. None of The information relating to Parent and the information supplied Parent Subsidiaries to be contained in the Joint Proxy Statement/Prospectus, the Form S-4 and any other documents filed or furnished with or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent or pursuant to the Securities Act and the Irish Takeover Rules in each case in connection with the issuance of shares Transactions will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto)is first mailed to the shareholders of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, and at the time the Registration Statements become Form S-4 is declared effective under the Securities Act (and any amendment or the Exchange Act, as applicable, at the time of any post-effective amendments supplement thereto) or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The GBC Form 10 Joint Proxy Statement/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of the Company) and any related documents and the Proxy Statement-Prospectus Form S-4 will comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, except that the information relating to the Parent and the Parent Subsidiaries to be contained in the Irish Prospectus will not, on the date the Irish Prospectus is first made available to the public in accordance with the Irish Prospectus Regulations, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. Notwithstanding the foregoing provisions of this Section 4.13, no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference therein based on information in the Joint Proxy Statement/Prospectus, the Form S-4 or (if applicable) the Irish Prospectus which were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectuson behalf of Parent.

Information Supplied. None The information relating to the Company and the Company Subsidiaries to be contained in, or otherwise supplied by or on behalf of the information supplied or to be supplied by the Company specifically for inclusion in, the proxy statement in preliminary and definitive form relating to the Stockholders’ Meeting, which will be used as a prospectus of Parent with respect to the Parent Stock issuable in the Merger (together with any amendments or incorporation by reference in (i) supplements thereto, the “Proxy Statement/Prospectus”), and the registration statement on Form S-4 pursuant to be filed with which the SEC by Parent in connection with the issuance offer and sale of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 will be registered pursuant to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become effective under the Securities Act or and in which the Exchange Act, Proxy Statement/Prospectus will be included as applicable, at the time a prospectus of Parent (together with any post-effective amendments or supplements thereto, at the Effective Time “Form S-4”) will not, on the date the Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the stockholders of the Company, or at the time of the Parent Shareholders Meeting Form S-4 (as defined in Section 6.01(c)), if applicable, in and any amendment or supplement thereto) is filed and the case of the Parent Form S-4date it is declared effective or any post-effective amendment thereto is filed or is declared effective, or at the time of the Company Stockholders Stockholders’ Meeting and the Time of Distribution (as defined it may be adjourned or postponed in accordance with the Distribution Agreementterms hereof), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The GBC Form 10 Proxy Statement/Prospectus and the Proxy Statement-Prospectus Form S-4 will comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that and any other applicable federal securities Laws. 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 therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus/Prospectus or the Form S-4 which were not supplied by or on behalf of the Company.

Information Supplied. None of The information relating to Medtronic, its Subsidiaries and the information supplied Medtronic Merger Parties to be contained in the Joint Proxy Statement and the Form S-4 and any other documents filed or furnished with or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with High Court, the SEC by Parent or pursuant to the Act and the Takeover Rules in each case in connection with the issuance of shares of Parent Common Stock in Acquisition will not, on the Merger date the Joint Proxy Statement (the "Parent Form S-4"and any amendment or supplement thereto) or the registration statement on Form 10 is first mailed to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, Medtronic Shareholders and at the time the Registration Statements become Form S-4 is declared effective under the Securities Act (and any amendment or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements supplement thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, ) or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Medtronic Shareholders Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The GBC Form 10 Joint Proxy Statement and the Proxy Statement-Prospectus Form S-4 (other than the portions thereof relating solely to the Court Meeting or the EGM) and any related documents will comply as to form in all material respects as to form with the provisions requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The parts of the Scheme Document and any related documents for which the Medtronic Directors are responsible under the Takeover Rules and any related filings for which the Medtronic Directors are responsible under the Takeover Rules will comply in all material respects as to form with the requirements of the Takeover Rules and the Act. Notwithstanding the foregoing provisions of this Clause 6.2(l), except that no representation or warranty is made by the Company Medtronic with respect to information or statements made or incorporated by reference therein based on information in the Joint Proxy Statement and the Form S-4 which were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectuson behalf of Medtronic.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically Parent for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time the Registration Statements become Form S-4 is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion therein. The GBC information supplied or to be supplied by Parent or its Representatives for inclusion in the Joint Proxy Statement/Prospectus shall not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by the Company in writing expressly for inclusion therein. The Form 10 S-4 and the Joint Proxy Statement-/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by Parent or its Representatives for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent) 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 promulgated thereunder, except that no representation or warranty . The information relating to Parent and Merger Sub which is made provided by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion its Representatives in any document filed with any Gaming Authority in connection herewith shall not contain any untrue statement of a material fact or incorporation by reference omit to state any material fact required to be stated therein or necessary in order to make the GBC Form 10 or statements therein, in light of the Proxy Statement-Prospectuscircumstances under which they are made, not misleading.

Information Supplied. None of the information -------------------- supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become S-4 is filed with the SEC and at the time it becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the proxy statement-prospectus statement relating to the Company Stockholders Meeting meeting of the Company's shareholders, and, if required, a meeting of Parent's shareholders, to be held in connection with the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting Merger (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or shareholders and at the time times of the Company Stockholders Meeting or, if applicable, meeting or meetings of shareholders to be held in connection with the Parent Shareholders MeetingMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement-Prospectus , the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the shareholders of the Company. The Proxy Statement, insofar as it relates to the meeting of the Company's shareholders to vote on the Merger, will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. None (a) The information relating to the Company and the Company Subsidiaries to be contained in the proxy statement relating to the matters to be submitted to the shareholders of the information supplied or to be supplied by Company at the Company specifically for inclusion Special Meeting and the shareholders of Parent at the Parent Special Meeting (such joint proxy materials, and any amendments or incorporation by reference in (i) supplements thereto, the “Joint Proxy Statement/Prospectus”), the registration statement on Form S-4 (of which the Joint Proxy Statement/Prospectus will form a part) with respect to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock Shares in the Merger (the "Parent “Form S-4"”) and any other documents filed or the registration statement on Form 10 furnished with or to be filed with the SEC by GBC or pursuant to the Securities Act and the Irish Takeover Rules in each case in connection with the distribution Merger will not, on the date the Joint Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the shareholders of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, and at the time the Registration Statements become Form S-4 is declared effective under the Securities Act (and any amendment or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements supplement thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, ) or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The GBC Form 10 and the Joint Proxy Statement-/Prospectus (other than the portions thereof relating solely to the meeting of the shareholders of Parent) and any related documents will comply as to form in all material respects as to form with the provisions requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. If an Irish Prospectus is required under Irish Prospectus Law, except that the information relating to the Company and its Subsidiaries to be contained in the Irish Prospectus will not, on the date the Irish Prospectus is first made available to the public in accordance with the Irish Prospectus Regulations, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. Notwithstanding the foregoing provisions of this Section 3.13(a), no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information in the Joint Proxy Statement/Prospectus, the Form S-4 or (if applicable) the Irish Prospectus which were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in on behalf of the GBC Form 10 or the Proxy Statement-ProspectusCompany.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 F-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger Share Issuance (the "Parent “Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"F-4”) will, at the time the Registration Statements become Form F-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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 misleading. None of the information supplied or (ii) to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the proxy statement-prospectus relating statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger and the other transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Company Stockholders Meeting Proxy Statement”) and the extraordinary general meeting notice to be sent to Parent’s shareholders in connection with the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance to be included with the F-4 filed with the SEC (including any amendments or supplements thereto, the “EGM Notice” and, if together with the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSECompany Proxy Statement, the Parent Shareholders Meeting (the "“Proxy Statement-Prospectus"Statement/​EGM Notice”) will, at the date it is first mailed to the Company's ’s and Parent’s stockholders orand shareholders, if applicable, Parent's shareholdersrespectively, or at the time of the Company Stockholders Meeting or, if applicable, the or Parent Shareholders MeetingMeeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus Statement/​EGM Notice will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunderIrish Companies Act. Notwithstanding the foregoing, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information that was not supplied by Parent or Sub specifically for inclusion or incorporation by reference in on behalf of the GBC Form 10 or the Proxy Statement-ProspectusCompany.

Information Supplied. None of the information supplied or to be supplied by the Company specifically or on behalf of Colonial and Colonial LP in writing for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution Joint Proxy Statement will (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"a) will, at the time the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of it becomes effective under the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10Securities 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 therein, in light of the circumstances under which they are made, not misleading misleading, or (iib) in the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules case of the NYSE, the Parent Shareholders Meeting (the "Joint Proxy Statement-Prospectus") will, at the date it time such Joint Proxy Statement is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, Colonial’s shareholders or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Colonial Shareholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 S-4 and the Joint Proxy Statement-Prospectus Statement will (with respect to Colonial, its officers and directors and the Colonial Subsidiaries) comply as to form in all material respects with the provisions applicable requirements of the Securities Act and the Exchange Act 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 Joint Proxy Statement that were not supplied by or on behalf of Colonial or Colonial LP. None of the information supplied or to be supplied by or on behalf of Colonial or Colonial LP in writing for inclusion in the MAA Consent Solicitation will, except at the time of the mailing 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, not misleading; provided, that no representation or warranty is made by the Company with respect hereunder as to statements made or incorporated by reference therein based on information in the MAA Consent Solicitation that were not supplied by Parent or Sub specifically for inclusion on behalf of Colonial or incorporation by reference in the GBC Form 10 or the Proxy Statement-ProspectusColonial LP.

Information Supplied. None The information relating to Parent and its Subsidiaries (including Merger Sub) to be contained in the Proxy Statement/Prospectus and the Form F-4 will not, on the date the Proxy Statement/Prospectus (and any amendment or supplement thereto) is first mailed to shareholders of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution F-4 (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"and any amendment or supplement thereto) will, at the time the Registration Statements become is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Special Meeting, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The GBC Form 10 information relating to Parent and its Subsidiaries to be contained in the Parent Circular will not, on the date the Parent Circular (and any amendment or supplement thereto) is first mailed to the shareholders of Parent or at the time of the Parent Special Meeting, contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they were made, not false or misleading. The Proxy Statement/Prospectus (other than the portions thereof relating solely to the meeting of the stockholders of the Company) and the Proxy Statement-Prospectus Form F-4 will comply as to form in all material respects as to form with the provisions requirements of both the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. The Parent Circular will comply in all material respects as to form with the applicable requirements of Canadian Securities Laws, except that the Business Corporations Act (Ontario) and the Exchanges. Notwithstanding the foregoing provisions of this Section 4.12, no representation or warranty is made by the Company Parent with respect to information or statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-/Prospectus, the Parent Circular or the Form F-4 which were not supplied by or on behalf of Parent.

Information Supplied. None of the information supplied or to be supplied provided by the Company specifically Rockets for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent Mavericks in connection with the issuance of shares of Parent Mavericks Common Stock in the Merger (including any amendments or supplements, the "Parent “Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"”) will, at the time the Registration Statements become Form S-4 becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (b) the proxy statement relating to xxx Xxxxxxxxx Stockholders Meeting and the proxy statement relating to the Rockets Stockholders 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 xxx Xxxxxxxxx Stockholders and the Rockets Stockholders or at the time of xxx Xxxxxxxxx Stockholders Meeting or the Rockets Stockholders Meeting contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The GBC Form 10 Joint Proxy Statement (other than the portion thereof relating solely to xxx Xxxxxxxxx Stockholders Meeting) and the Proxy Statement-Prospectus Form S-4 (other than the portion thereof based on information supplied by Mavericks for inclusion or incorporation by reference therein, with respect to which no representation is made by Rockets or any of its Subsidiaries) will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 4.12, except that no representation or warranty is made by the Company Rockets with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement that were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectuson behalf of Rockets.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Parent or Merger Sub in writing or otherwise approved by Parent for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become it becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") /Prospectus will, at the date it the Proxy Statement/Prospectus is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Stockholders' Meeting, contain any untrue statement which, in the light of a the circumstances under which such statement is made, is false or misleading with respect to any material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light any earlier communication with respect to the solicitation of any proxy for the circumstances under which they are made, not misleadingStockholders' Meeting or any amendment or supplement thereto. The GBC Form 10 and the Proxy Statement-Prospectus S-4 will comply as to form in all material respects with the provisions requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically the Company for inclusion or incorporation by reference in the GBC Form 10 S-4. (i) Absence of Certain Changes or Events. Since December 31, 1995, except as disclosed in the Proxy Statement-Prospectus.Parent SEC Reports filed since that date, Parent has conducted its business only in the ordinary course and in a manner consistent with past practice and, since such date except as disclosed in the Parent SEC Reports, there has not been any change, event or development in or affecting Parent that constitutes or would reasonably be expected to have a Material Adverse Effect on Parent or to delay or prevent the consummation of the transactions contemplated hereby beyond June 30, 1997. In addition to the foregoing, as of the date hereof Parent does not know or have reason to know of any facts or circumstances or of any change, event or development in or affecting Parent or its subsidiaries that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (j) Absence of Litigation. There are no suits, claims, actions, proceedings or investigations pending or, to the knowledge of Parent, threatened against Parent or any of its subsidiaries, or any properties or rights of Parent or any of its subsidiaries, before any court, arbitrator or other Governmental Entity, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Parent nor any of its subsidiaries nor any of their respective properties is or are subject to any order, writ, judgment, injunction, decree, determination or award having, or which could reasonably be expected to have, a Material Adverse Effect or to delay or prevent the consummation of the transactions contemplated hereby beyond June 30, 1997. (k)

Information Supplied. None of the The information supplied or to be supplied in writing by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 pursuant to be filed with the SEC by Parent in connection with the issuance of which shares of Parent Common Stock issued in the Merger will be registered under the Securities Act (the "Parent Form S-4"“Registration Statement”) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willwill not, at the time the Registration Statements become effective under Statement is filed with the Securities Act or the Exchange Act, as applicableSEC, at the any time of any post-effective amendments it is amended or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, supplemented or at the time of it is declared effective by the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10SEC, 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 were made, not misleading misleading. The information supplied in writing by the Company for inclusion or (ii) incorporation by reference in the proxy statement-/prospectus to be sent to the Company Stockholders relating to the Company Stockholders Meeting and, if and the proxy statement to be sent to the Parent Shareholder Approval Stockholders relating to the Parent Stockholders Meeting (such proxy statements together, in each case as defined in Section 4.02(c)) is required by the applicable rules of the NYSEamended or supplemented from time to time, the Parent Shareholders Meeting (the "“Joint Proxy Statement-/Prospectus"”) willwill not, at the date it time the Joint Proxy Statement/Prospectus is first mailed published, sent or given to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the and Parent Shareholders MeetingStockholders, 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 misleadingmisleading and will not, at the time of the Company Stockholders Meeting or at the time of the Parent Stockholders Meeting, omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders Meeting or the Parent Stockholders Meeting that shall have become false or misleading in any material respect. The GBC Form 10 and Notwithstanding the Proxy Statement-Prospectus will comply as to form in all material respects with the foregoing provisions of the Exchange Act and the rules and regulations thereunderthis Section 3.12, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein in the Registration Statement or the Joint Proxy Statement/Prospectus based on information supplied by or on behalf of Parent or Sub specifically and Parent Subsidiaries for inclusion or incorporation by reference therein or based on information that is not made in the GBC Form 10 or the Proxy Statement-Prospectusincorporated by reference in such documents but which should have been disclosed pursuant to Section 4.12.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company, any of its Subsidiaries or the Company specifically Investment Adviser expressly for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 N-14 to be filed with the SEC by Parent in connection with the issuance registration under the Securities Act of the shares of Parent Common Stock to be issued in the First Merger (the "Parent Form S-4") as amended or the registration statement on Form 10 supplemented from time to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4time, the "Registration Statements"“Form N-14”) will, at the time the Registration Statements become Form N-14 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 , and (b) the joint proxy statement to be sent to the stockholders of Parent relating to the Parent Stockholders’ Meeting and to the stockholders of the Company relating to the Company Stockholders’ Meeting (the “Joint Proxy Statement-Prospectus will comply as ”) will, at the date it or any amendment or supplement is mailed to form in all material respects with the provisions stockholders of the Exchange Act Company and stockholders of Parent, at the rules time of the Company Stockholders’ Meeting and regulations thereunderat the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Company with respect regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Acquisition Sub, or to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Acquisition Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectustherein).

Information Supplied. None of the information supplied or to be supplied provided by the Company specifically Mavericks for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become Form S-4 becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading or (b) the Joint Proxy Statement will, at the date it is first mailed to the Rockets Stockholders and xxx Xxxxxxxxx Stockholders or at the time of the Rockets Stockholders Meeting or xxx Xxxxxxxxx Stockholders Meeting contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The GBC Form 10 Joint Proxy Statement (other than the portion thereof relating solely to the Rockets Stockholders Meeting) and the Proxy Statement-Prospectus Form S-4 (other than the portion thereof based on information supplied by Rockets for inclusion or incorporation by reference therein, with respect to which no representation is made by Mavericks or any of its Subsidiaries) will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Section 5.12, except that no representation or warranty is made by the Company Mavericks with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement that were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectuson behalf of Mavericks.

Information Supplied. None (a) As soon as practicable following the Amendment Date, but in no event later than May 5, 2005, Parent and the Company shall, in consultation with each other, prepare a supplement (the “Proxy Statement/Prospectus Supplement”) to the proxy statement/prospectus that constituted a part of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement Registration Statement of Parent on Form S-4 to be filed that was declared effective by the SEC on April 22, 2005 (such Registration Statement, the “S-4 Registration Statement” and such proxy statement/prospectus, the “Proxy Statement/Prospectus”), file the Proxy Statement/Prospectus Supplement with the SEC by as promptly as practicable and cause it to be mailed to the stockholders of the Company as promptly as practicable thereafter. Each of Parent and the Company shall provide promptly to the other such information concerning its Subsidiaries, directors, officers, stockholders, business and financial statements and affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the Proxy Statement/Prospectus Supplement, or in any other amendments or supplements to the Proxy Statement/Prospectus or to the S-4 Registration Statement, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors in the preparation of the Proxy Statement/Prospectus Supplement. Prior to the mailing of the Proxy Statement/Prospectus Supplement, Parent shall take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities law or “blue sky” notice requirements in connection with the issuance of shares of Parent Common Stock in pursuant to the Merger (and to consummate the "Parent Form S-4") or other transactions contemplated by this Agreement and will pay all expenses incident thereto and the registration statement on Form 10 to Company shall furnish all information concerning the Company and the holders of capital stock of the Company as may be filed with the SEC by GBC reasonably requested in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectussuch action.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent “Form S-4"”) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time the Registration Statements become Form S-4 is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 Sub specifically in writing expressly for inclusion therein. The information supplied or incorporation to be supplied by reference the Company for inclusion in the GBC proxy statement relating to the Company Stockholders’ Meeting including in the Form 10 or S-4 (the “Proxy Statement/Prospectus”) will not, at the time the Proxy Statement-Prospectus/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, 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 in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (solely with respect to the portion thereof relating to the Company Stockholders’ Meeting but excluding any portion thereof based on information supplied by Parent in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) 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 promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in as required by the terms of this Agreement pursuant to the Merger (the "Parent Form “S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will”), at the time the Registration Statements become S-4 is filed with the SEC and at the time it becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 or misleading, and (ii) the joint proxy statement-/prospectus relating to the Company Stockholders Stockholder Meeting and, if and Parent Stockholder Meeting to be held in connection with the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting Merger (the "“Joint Proxy Statement-Prospectus"”) will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or and at the time times of the Company Stockholders Stockholder Meeting or, if applicable, and the Parent Shareholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 If at any time prior to the Effective Time any event in respect of the Company, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement-Prospectus , the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Joint Proxy Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no . No representation or warranty is made by the Company under this Section 3.7 with respect to any statements made or incorporated by reference therein in the S-4 or the Joint Proxy Statement based on information supplied by the Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectustherein.

Information Supplied. None of the information supplied by, or to be supplied by on behalf of, the Company specifically Blade Group expressly for inclusion or incorporation by reference prior to the Closing in the Registration Statement/Proxy Statement or any other documents submitted or to be submitted to any other Governmental Authority or any announcement or public statement regarding the transactions contemplated hereby (iincluding, without limitation, the Signing Press Release), at (a) the registration statement on Form S-4 time such information is filed, submitted or made publicly available (provided, if such information is revised by any subsequently filed amendment or supplement to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 Registration Statement/Proxy Statement prior to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become Statement/Proxy Statement is declared effective under by the Securities Act or the Exchange ActSEC, as applicable, at this clause (a) shall solely refer to the time of any postsuch subsequent revision or supplement); (b) the time the Registration Statement/Proxy Statement is declared effective by the SEC; (c) the time the Registration Statement/Proxy Statement is first mailed to Pre-effective amendments or supplements thereto, at the Effective Time and at Closing DSAQ Holders; (d) the time of the Parent Shareholders Meeting Special Meeting; (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at e) the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 DSAQ Warrantholder Meeting; or (iif) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingClosing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 ; provided, however, that the Blade Group makes no representations or warranties as to the information contained in or omitted from the Registration Statement/Proxy Statement in reliance upon and in conformity with information furnished in writing to the Blade Group by or on behalf of DSAQ specifically for inclusion in the Registration Statement/Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company . All financial projections with respect to statements made the Blade Group that were prepared and delivered by the Blade Group to DSAQ were prepared in good faith using management’s reasonable best estimates (it being understood that forecasts and other forward-looking information are not to be viewed as facts or incorporated by reference therein based on a guarantee of performance and are subject to uncertainties and contingencies, many of which are beyond the control of the Blade Group, and that no assurance can be given that such forecasts or other forward-looking information supplied by Parent or Sub specifically for inclusion or incorporation by reference in will be realized and that actual results may differ from the GBC Form 10 or the Proxy Statement-Prospectusprojected results).

Information Supplied. None of the information supplied or to be supplied by Playboy concerning any of the Company specifically Playboy Entities for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become S-4 is filed with the SEC and at the time it becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (iib) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") Statement will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or and at the time of the Company Stockholders Meeting or, if applicable, to be held in connection with the Parent Shareholders Meetingtransactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 If, at any time prior to the Effective Time of the Mergers, any event with respect to Playboy or any Playboy Subsidiary or any of their respective officers and directors should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement-Prospectus , Playboy shall promptly so advise the Company and such event shall be so described, and such amendment or supplement (which the Company shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of the Company and Playboy. The S-4 will comply as to form in all material respects with the provisions of the Exchange Securities Act and the rules and regulations thereunder. Notwithstanding the foregoing, except that Playboy makes no representation or warranty is made with respect to any information supplied by the Company with respect to statements made or the Company Subsidiaries which is contained in or incorporated by reference therein based on information supplied by Parent in, or Sub specifically for inclusion or incorporation by reference furnished in connection with the GBC Form 10 preparation of, the S-4 or the Proxy Statement-Prospectus.

Information Supplied. None of the information supplied or to be --------------------- supplied by the Company specifically TSAT or any of its subsidiaries for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading, or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") /Prospectus will, at the date it is first mailed to the CompanyTSAT's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting ormeeting of TSAT's stockholders held to vote on approval and adoption of the Roll-up Plan, if applicableincluding, for avoidance of doubt, this Agreement, the Parent Shareholders Drop Down Agreement, the TSAT Merger Agreement and the TSAT Tempo Agreement (the "TSAT Stockholders Meeting"), ------------------------- contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC financial statements of TSAT included in the Form 10 S-4 and the Proxy Statement/ Prospectus will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and will be prepared in accordance with generally accepted accounting principles (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and will fairly present the consolidated financial position of TSAT and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year- end audit adjustments). The Proxy Statement-/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company TSAT with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically any other Party for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-/Prospectus.

Information Supplied. None Subject in all respects to the accuracy of the representations and warranties of Parent and Buyer set forth in Article V hereof, the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference reference, as such may be timely amended or supplemented, in (i) the registration statement on Form S-4 Company’s proxy statement, in definitive form, relating to the Shareholders Meeting to be filed with the SEC by Parent held in connection with the issuance of shares of Parent Common Stock in Merger and the Merger related transactions (the "Parent Form S-4"“Proxy Statement”) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time date mailed to the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time Company’s shareholders and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Shareholders Meeting that has become false or misleading and (ii) the proxy statement-prospectus relating Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting Merger (the "Proxy Statement-Prospectus"“Schedule 13E-3”) willshall not, at the date it time the Schedule 13E-3 is first mailed filed with the SEC and thereafter up to the Company's stockholders or, if applicable, Parent's shareholders, or at and including the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and If, at any time prior to the Effective Time, any event relating to the Company or any Company Subsidiary, Affiliate, Associate, officer or director is discovered by the Company that should be set forth in an amendment or a supplement to the Proxy Statement-Prospectus will Statement or the Schedule 13E-3, the Company shall promptly inform Parent and Buyer. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by or on behalf of Parent or Buyer that is contained in or furnished in connection with the preparation of the Proxy Statement or the Schedule 13E-3. The Proxy Statement shall comply as to form in all material respects with the respective provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willJoint Proxy Statement/Prospectus shall not, at the time the Registration Statements become Form S-4 becomes effective under by the Securities Act SEC or the Exchange Act, as applicable, at the time of Joint Proxy Statement/Prospectus (including any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by filed with the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that that, in each case, no representation or warranty is made by the Company with respect to statements made therein based on information supplied by or on behalf of HR or any Affiliates thereof specifically for inclusion or incorporation by reference in the Form S-4 or Joint Proxy Statement/Prospectus. The information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Form S-4 or in the Joint Proxy Statement/Prospectus (including any amendments or supplements thereto) to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting and to the stockholders of HR in connection with the HR Stockholders Meeting shall not, at the time the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the stockholders of the Company or the stockholders of HR, or at the time of the Company Stockholders Meeting, or at the time of the HR Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, Company makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically on behalf of HR or any Affiliates thereof for inclusion or incorporation by reference in the GBC Form 10 or the Joint Proxy Statement-Prospectus/Prospectus (or any amendment or supplement thereto). The Form S-4 and Joint Proxy Statement/Prospectus (including any amendments or supplements thereto) will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent Registration Statement (as defined in connection with the issuance of shares of Parent Common Stock in the Merger Section 5.1 (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"b)) will, at the time the Registration Statements become Statement 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or misleading, and (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") Statement will, at the date it the Proxy Statement is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or and at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunder. For purposes of this Agreement, except the parties agree that no representation the statements made and information in the Registration Statement and the Proxy Statement (other than information provided by Parent or warranty is made any subsidiary of Parent in each case concerning Parent or such subsidiary expressly for inclusion therein) relating to the Federal income tax consequences of the transactions contemplated hereby to the holders of Shares shall be deemed to be supplied by the Company and not by Parent or Sub. (g) Absence of Certain Changes or Events. Except as disclosed in the SEC Documents or in Section 3.1(g) of the Disclosure Schedule, since December 31, 1994, the Company has conducted its business only in the ordinary course consistent with past practice, and there has not been (i) any material adverse change with respect to statements made the Company, (ii) any declaration, setting aside or incorporated payment of any dividend (whether in cash, stock or property) with respect to any of the Company's capital stock, (iii) (A) any granting by reference therein based the Company or any of its subsidiaries to any executive officer of the Company or any of its subsidiaries of any increase in compensation, (B) any granting by the Company or any of its subsidiaries to any such executive officer of any increase in severance or termination pay, or (C) any entry by the Company or any of its subsidiaries into any employment, severance or termination agreement with any such executive officer, (iv) any damage, destruction or loss, whether or not covered by insurance, that has or could reasonably be expected to have a material adverse effect on information supplied the Company, (v) any change in accounting methods, principles or practices by Parent the Company materially affecting its assets, liabilities or Sub specifically for inclusion business, except insofar as may have been required by a change in generally accepted accounting principles, (vi) any condition, event or incorporation by reference occurrence which, individually or in the GBC Form 10 aggregate, could reasonably be expected to have a material adverse effect on the Company or give rise to a material adverse change with respect to the Proxy Statement-Prospectus.Company, (vii) any event which, if it had taken place following the execution of this Agreement, would not have been permitted by Article 4, or (viii) any condition, event or occurrence which, individually or in the aggregate, could reasonably be expected to prevent, hinder or materially delay the ability of the Company to consummate the transactions contemplated by this Agreement. (h)

Information Supplied. None of the information supplied or to be supplied by the Company specifically or on behalf of Azteca for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") Statement will, at the time the Registration Statements become Statement becomes effective under the Securities Act (or, with respect to any post-effective amendment or the Exchange Act, as applicablesupplement, at the time of any such post-effective amendments amendment or supplements thereto, at supplement becomes effective under the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (iiSecurities Act) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 ; and (ii) the Proxy Statement-/Prospectus will, at the date the Proxy Statement/Prospectus is first mailed to Azteca's stockholders and holders of Stockholder Warrants and at the time of the Azteca Stockholder Approval and Warrantholders 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 not misleading. The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the applicable published rules and regulations thereunderthereunder at the date the Proxy Statement/Prospectus is first mailed to Azteca's stockholders and holders of Stockholder Warrants and at the time of the Azteca Stockholder Approval and Warrantholders Approval. Notwithstanding the foregoing provisions of this Section 5.6(c), except that no representation or warranty is made by the Company Azteca with respect to information or statements made or incorporated by reference therein based on information in the Proxy Statement/Prospectus and the Registration Statement that was not supplied by Parent or Sub on behalf of Azteca specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectustherein.

Information Supplied. None of the information supplied or to be supplied by the Company specifically or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 misleading. None of the information supplied or (ii) to be supplied by or on behalf of Parent or Merger Sub in the proxy statement-/prospectus relating to be filed with the SEC and sent to the Company Stockholders Meeting andParent’s stockholders in connection with the Merger and the other transactions contemplated by this Agreement, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSEMerger, the Parent Shareholders Meeting Stock Issuance, the Parent Charter Amendment, the Parent Bylaw Amendment, and the REP 2021 LTIP (including any amendments or supplements thereto, the "“Proxy Statement-/Prospectus"”) will, at the date it is first mailed to the Company's Parent’s stockholders or, if applicable, Parent's shareholders, or at the time of the Company Parent Stockholders Meeting or, if applicable, or at the Parent Shareholders Meetingtime of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 and the Proxy Statement-/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, except that no representation or warranty is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information that was not supplied by or on behalf of Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-ProspectusMerger Sub.

Information Supplied. None The Company (with the assistance and cooperation of Parent and the Merger Sub, as reasonably required by the Company) shall prepare and file with the SEC, as promptly as practicable after the date of this Agreement (and in any event within twenty (20) business days after the date hereof), a preliminary proxy statement in connection with the Merger, which shall, subject to Section 4.2, include the Company Recommendation (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”). Except with respect to any Company Acquisition Proposal or as otherwise provided in Section 4.2 prior to filing the preliminary proxy materials, definitive proxy materials or any other filing with the SEC, the Company shall provide Parent with the reasonable opportunity to review and comment on each such filing in advance and the Company shall consider in good faith the incorporation of any changes in such filings reasonably proposed by Parent. The Company agrees, as to itself and its Subsidiaries, that at the date of mailing to stockholders of the Company and at the time of the Stockholders Meeting, (i) the Proxy Statement will comply in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder and (ii) none of the information supplied by it or to be supplied by the Company specifically any of its Subsidiaries for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, Statement will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 and Notwithstanding the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderforegoing, except that no representation or warranty is made by the Company assumes no responsibility with respect to statements made or incorporated by reference therein based on information supplied in writing by or on behalf of Parent or Merger Sub specifically for inclusion or incorporation by reference in the GBC Form 10 Proxy Statement. If at any time prior to the Company Stockholder Meeting any information relating to the Company, Parent, Merger Sub or any of their respective Affiliates should be discovered by the Company, on the one hand, or Parent or Merger Sub, on the other hand, that should be set forth in an amendment or supplement to the Proxy Statement or any required filing by the Company, as the case may be, so that such filing would not include any misstatement 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, then the party that discovers such information shall promptly notify the other, and an appropriate amendment or supplement to such filing describing such information shall be promptly prepared and filed with the SEC by the appropriate Party and, to the extent required by applicable Law or the Proxy Statement-ProspectusSEC or its staff, disseminated to the Company Stockholders.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading or (iib) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") Statement will, at the date it is first mailed to the Company's ’s stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 S-4 and Proxy Statement and any other documents filed by the Proxy Statement-Prospectus Company with the SEC in connection herewith will comply as to form in all material respects with the provisions requirements of applicable Law, including the Exchange Act and the rules 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 Parent, Merger Sub or Sub specifically Merger LLC for inclusion or incorporation by reference in the GBC Form 10 S-4 or the Proxy Statement-Prospectus.. Section 3.8 Absence of Certain Changes or Events. Since December 31, 2018 (a) to the date of this Agreement, the businesses of the Acquired Companies have been conducted in the ordinary course of business consistent with past practice in all material respects, (b) there has not been any event, development, change or state of circumstances that, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect and (c) to the date of this Agreement, other than certain grants of Company Stock Awards to employees or directors of the Acquired Companies, as described in greater detail in Section 3.2(d) of the Company Disclosure Letter, there has not been any action taken or not taken that, if occurred after the date hereof, would have resulted in a breach of Section 5.1. Section 3.9

Information Supplied. None of the The information supplied or to be supplied by the Company specifically HR for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willJoint Proxy Statement/Prospectus shall not, at the time the Registration Statements become Form S-4 becomes effective under by the Securities Act SEC or the Exchange Act, as applicable, at the time of Joint Proxy Statement/Prospectus (including any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by filed with the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that that, in each case, no representation or warranty is made by HR with respect to statements made therein based on information supplied by or on behalf of the Company or any Affiliates thereof specifically for inclusion or incorporation by reference in the Form S-4 or Joint Proxy Statement/Prospectus. The information supplied or to be supplied by or on behalf of HR for inclusion or incorporation by reference in the Form S-4 or in the Joint Proxy Statement/Prospectus (including any amendments or supplements thereto) to be sent to the stockholders of HR in connection with the HR Stockholders Meeting and to the stockholders of Company in connection with the Company Stockholders Meeting shall not, at the time the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) is first mailed to the stockholders of the Company or stockholders of HR, or at the time of the Company Stockholders Meeting, or at the time of the HR Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, HR makes no representation or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically on behalf of the Company or any Affiliates thereof for inclusion or incorporation by reference in the GBC Form 10 or the Joint Proxy Statement-Prospectus/Prospectus (or any amendment or supplement thereto). The Form S-4 and Joint Proxy Statement/Prospectus (including any amendments or supplements thereto) will comply as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 F-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger Share Issuance (the "Parent “Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements"F-4”) will, at the time the Registration Statements become Form F-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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 misleading. None of the information supplied or (ii) to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the proxy statement-prospectus relating statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger and the other transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Company Stockholders Meeting Proxy Statement”) and the extraordinary general meeting notice to be sent to Parent’s shareholders in connection with the approval of the grant of authority to the Parent Board to effect the Parent Share Issuance to be included with the F-4 filed with the SEC (including any amendments or supplements thereto, the “EGM Notice” and, if together with the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSECompany Proxy Statement, the Parent Shareholders Meeting (the "“Proxy Statement-Prospectus"Statement/‌EGM Notice”) will, at the date it is first mailed to the Company's ’s and Parent’s stockholders orand shareholders, if applicable, Parent's shareholdersrespectively, or at the time of the Company Stockholders Meeting or, if applicable, the or Parent Shareholders MeetingMeeting or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus Statement/‌EGM Notice will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunderIrish Companies Act. Notwithstanding the foregoing, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information that was not supplied by Parent or Sub specifically for inclusion or incorporation by reference in on behalf of the GBC Form 10 or the Proxy Statement-ProspectusCompany.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 Registration Statement (or any similar successor form thereto) to be filed by Parent with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in connection with the Merger (the "Parent Form S-4Registration Statement") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, shall not at the time the Registration Statements become Statement is filed with the SEC and at the time it becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and information supplied by the Company for inclusion or incorporation by reference in the proxy statement/prospectus to be filed with the SEC as part of the Registration Statement (the "Proxy Statement/Prospectus") shall not, on the date the Proxy Statement-/Prospectus is mailed to the Company's stockholders or Parent's stockholders, at the time of the meeting of the Company's stockholders (the "Company Stockholders' Meeting") to consider the Company Stockholder Approval, at the time of the meeting of Parent's stockholders (the "Parent Stockholders' Meeting") to consider the Parent Stockholder Approval (as defined in Section 4.05) or as of 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 false or misleading, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholders' Meeting or the Parent Stockholders' Meeting which has become false or misleading. The proxy statement included in the Proxy Statement/Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the Securities Act and the rules and regulations thereunder. If at any time prior to the Effective Time any event relating to the Company or any of its Affiliates, except that no representation officers or warranty is made directors should be discovered by the Company with respect which is required to statements made be set forth in an amendment to the Registration Statement or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or a supplement to the Proxy Statement-/Prospectus, the Company shall promptly inform Parent.

Information Supplied. None of the information supplied or to be supplied by the Company Parent specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time such document is filed with the Registration Statements become effective under the Securities Act or the Exchange Act, as applicableSEC, at the any time of any post-effective amendments such document is amended or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, supplemented or at the time of such document is declared effective by the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading misleading, or (iib) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Joint Proxy Statement-Prospectus") Statement will, at the date it is first mailed to the Company's stockholders orshareholders of the Company and of Parent, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting and the Company Shareholders Meeting, at the time the Form S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and All documents that Parent is responsible for filing with the Proxy Statement-Prospectus SEC in connection with the transactions contemplated herein, to the extent relating to Parent or any Subsidiary of Parent or other information supplied by or on behalf of Parent or any Subsidiary of Parent for inclusion therein, will comply as to form in all material respects with the provisions of the Exchange Act or the Securities Act, as applicable, and each such document required to be filed with any Governmental Authority (other than the rules and regulations thereunderSEC) in connection with the transactions contemplated herein will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. Notwithstanding the foregoing, except that no representation or warranty is made by the Company Parent with [AGREEMENT AND PLAN OF MERGER] 44 respect to statements made or incorporated by reference therein in the Form S-4 or the Joint Proxy Statement based on information supplied by Parent or Sub the Company specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectustherein.

Information Supplied. None of The information relating to Sun, its Subsidiaries and the information supplied or Sun Merger Parties to be supplied by the Company specifically for inclusion or incorporation by reference contained in (i) the registration statement Proxy Statement/Prospectus on Form S-4 the date the Proxy Statement/Prospectus is first mailed to be filed with the SEC by Parent in connection with Willow Shareholders (or any supplement or amendment thereto), (ii) the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "U.S. Registration Statements") will, Statement at the time the U.S. Registration Statements become Statement is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution Willow Special Meeting, (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (iiiii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, Circular at the date it time the Shareholder Circular is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, Sun Shareholders or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders EGM and Court Meeting, (iv) the U.K. Prospectus at the time the U.K. Prospectus is first published, (v) any supplement or amendment to the Shareholder Circular or the U.K. Prospectus and (vi) any announcement to an RIS made in connection with the Shareholder Circular or the U.K. Prospectus (or any supplement or amendment to either of them) at the time such announcement is made, will not contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. The GBC Form 10 and the Proxy Statement-Prospectus Shareholder Circular will comply as to form in all material respects as to form with the provisions requirements of Market Abuse Law, the Irish Listing Rules, the FSMA, the U.K. Listing Rules and the Admission and Disclosure Standards of the LSE; the U.K. Prospectus will comply in all material respects as to form with the requirements of the U.K. Listing Rules, Prospectus Regulation Rules (as applicable) and the Admission and Disclosure Standards of the LSE; and, the U.S. Registration Statement will comply in all material respects as to form with the requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of this Clause 6.2(l), except that no representation or warranty is made by the Company Sun with respect to information or statements 80 made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-/Prospectus, U.S. Registration Statement, Shareholder Circular, U.K. Prospectus, or any RIS announcement made in connection therewith, which were not supplied by or on behalf of Sun.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion in the prospectus/proxy statement (including any amendments or incorporation by reference supplements thereto, the "Prospectus/Proxy Statement") to be included in (i) the registration statement on Form S-4 to be filed with the SEC Securities and Exchange Commission ("SEC") by Parent in connection with the issuance of shares of Parent Class B Common Stock in pursuant to the Merger (the "Parent Form S-4") including any amendments or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4supplements thereto, the "Registration StatementsForm S-4") will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it the proxy statement of the Company included in the Prospectus/Proxy Statement is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, Shareholders or at the time of the Company Stockholders Shareholders Meeting or, if applicable, the Parent Shareholders Meeting(as defined below), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Prospectus/Proxy Statement-Prospectus Statement will comply as to form in all material respects with the provisions requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunderpromulgated thereunder (the "Exchange Act"), and applicable state law, 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 Sub specifically the Purchaser for inclusion or incorporation by reference in the GBC Prospectus/Proxy Statement. For purposes of this Agreement, the parties agree that 20 15 statements made and information in the Form 10 S-4 and the Prospectus/Proxy Statement (other than information provided by Parent, any Subsidiary of Parent or any agent of Parent or any such Subsidiary thereof in each case concerning Parent or such Subsidiary, expressly for inclusion therein) relating to the federal income tax consequences of the transactions herein contemplated to Shareholders shall be deemed to be supplied by the Company and not by Parent or the Proxy Statement-ProspectusPurchaser.

Information Supplied. None of the information supplied or to be supplied by the Company specifically or on behalf of Parent or any of its Affiliates (including Acquisition Sub) expressly for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be Proxy Statement, will, when filed with the SEC by Parent in connection with the issuance SEC, when distributed or disseminated to holders of shares of Parent Company Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Parent or Acquisition Sub with respect regards to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company (or any of its Affiliates) for inclusion therein . Section 5 . 7 Sufficient Funds . Parent has, as of the date of this Agreement, and at the Closing shall have funds and borrowing capacity under existing credit facilities sufficient and available to (a) fund all of the amounts required to be provided by Parent and/or Acquisition Sub for the consummation of the transactions contemplated hereby and (b) perform all of Parent’s and Acquisition Sub’s payment obligations under this Agreement, including the payment of the Aggregate Merger Consideration, the Debt Payoff Amount and any amounts payable pursuant to Section 3 . 3 , and the payment of all associated costs and Expenses of the Merger (including any fees and expenses related to the transactions contemplated hereby) . Section 5 . 8 Capitalization of Acquisition Sub . The authorized share capital of Acquisition Sub consists of 1 , 000 shares, $ 1 . 00 par value per share, all of which are validly issued and outstanding . All of the issued and outstanding share capital of Acquisition Sub is, and at the Effective Time will be, owned by Parent or a wholly owned Subsidiary of Parent . Acquisition Sub specifically was formed solely for inclusion or incorporation by reference the purpose of engaging in the GBC Form 10 transactions contemplated hereby, and it has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Proxy Statement-Prospectus.Merger and other transactions contemplated by this Agreement . Section 5 . 9 Investment Intention . Parent is acquiring through the Merger the shares of capital stock of the Surviving Corporation for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2 ( 11 ) of the Securities Act) thereof . Parent understands that the shares of capital stock of the Surviving Corporation will not be registered under the Securities Act or any Blue Sky Laws and cannot be sold unless subsequently registered under the Securities Act, any applicable Blue Sky Laws or pursuant to an exemption from any such registration . Section 5 . 10

Information Supplied. None of the information supplied or to be supplied by the Company specifically such Seller expressly for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock Proxy Statement/Prospectus will, in the Company Distribution case of the definitive Proxy Statement/Prospectus (and any amendment or supplement thereto), at the "GBC Form 10" date of mailing of the definitive Proxy Statement/Prospectus (and any amendment or supplement thereto) and at the time of the Special Meeting, and, together with in the Parent Form S-4, case of the "Registration Statements") willStatement, at the time the Registration Statements become Statement is declared effective under by the Securities Act or the Exchange Act, as applicableSEC, at the time of any post-effective amendments or supplements thereto, the Special Meeting and at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10Time, 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-prospectus relating to the Company Stockholders Meeting andtherein, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules light of the NYSEcircumstances under which they are made, not misleading. None of the Parent Shareholders Meeting (information supplied or to be supplied by such Seller expressly for inclusion in any of the "Proxy Statement-Prospectus") filings made by Buyer with the SEC will, at the date it is first mailed to time filed with the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 representations and the Proxy Statement-Prospectus will comply as warranties of such Seller included in this Agreement and any list, statement, document or information set forth in, or attached to, any Disclosure Schedule provided by such Seller pursuant to form this Agreement or delivered by such Seller hereunder, are true and complete in all material respects and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading, under the circumstance under which they were made. Notwithstanding the foregoing, the Sellers make no representation, warranty or covenant whatsoever with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made respect to any information supplied by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference the Buyer which is contained in the GBC Form 10 or Registration Statement, the Proxy Statement-/Prospectus, or any filings made by Buyer with the SEC.

Information Supplied. None of The information relating to the information supplied or Company and its subsidiaries in the proxy statement to be supplied by provided to the Company’s stockholders in connection with the Company specifically for inclusion Stockholders Meeting (as defined below) and prospectus relating to the Parent ADSs (or incorporation by reference in the Parent Ordinary Shares represented thereby) to be offered pursuant to this Agreement and the Merger (isuch proxy statement and prospectus and any amendment thereof or supplement thereto, the “Proxy Statement/Prospectus”) and the registration statement on Form S-4 (of which the Proxy Statement/Prospectus shall form a part) with respect to be filed with the SEC by Parent in connection with the issuance of shares of the Parent Common Stock ADSs (or the Parent Ordinary Shares represented thereby) in the Merger (the "Parent Form S-4") or the such registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent amendments and supplements thereto, the “Form S-4, ”) and any other documents filed or furnished with or to the "Registration Statements") will, at the time the Registration Statements become effective under SEC pursuant to the Securities Act or the Exchange Act, as applicablein each case in connection with the Merger shall not, at on the time of date the Form S-4 is declared effective (and any post-effective amendments amendment or supplements supplement thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of date the Parent Form S-4, or Proxy Statement/Prospectus is mailed to the Company’s stockholders and at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The GBC Form 10 and No representation is made by the Company with respect to statements made in the Proxy Statement-/Prospectus, the Form S-4 or any other document filed or furnished with or to the SEC or pursuant to the Securities Act or Exchange Act based on information supplied by Parent expressly for inclusion therein. The portions of the Proxy Statement/Prospectus will relating to the Company shall comply as to form in all material respects with the provisions of the Exchange Act, the Securities Act and the rules 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 Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion relating to the Company and its subsidiaries and used in the proxy statement to be provided to the Company's stockholders in connection with the Company Stockholders Meeting and in the prospectus relating to the Parent ADSs (or incorporation by reference in the Parent Ordinary Shares represented thereby) to be offered pursuant to this Agreement and the Merger (i) such proxy statement and prospectus and any amendment thereof or supplement thereto, the "Proxy Statement/Prospectus"), the registration statement on Form S-4 (of which the Proxy Statement/Prospectus will form a part) with respect to be the issuance of the Parent ADSs (or the Parent Ordinary Shares represented thereby) in the Merger (such registration statement together with the amendments and supplements thereto, the "Form S-4") and any other documents filed with the SEC pursuant to the Securities Act or Exchange Act which the Form S-4 incorporates by Parent reference, and any amendment or supplement thereto, in each case in connection with the issuance of shares of Parent Common Stock in Merger will not, on the Merger (date the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4S-4 is declared effective, the "Registration Statements") will, at date the time Proxy Statement/Prospectus is mailed to the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time Company's stockholders and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or and necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The GBC Form 10 information supplied by the Company relating to the Company and its subsidiaries and used in the Proxy Statement-prospectus (the "Parent UK Prospectus") pursuant to the UK prospectus rules made by the UK Listing Authority ("UKLA") under Part VI of UK FSMA (such rules, the "UK Prospectus Rules"), the circular (the "Parent Stockholder Circular") to be provided to the Parent Stockholders in connection with the Parent Stockholders Meeting and any other documents filed pursuant to the UK Prospectus Rules, in each case in connection with the Merger, will comply as to form in all material respects respects, on the dates upon which such documents in their final forms are first made available to the public and to the knowledge of the Company, (a) be in accordance with the provisions facts, and (b) not contain any omission likely to affect the import of the Exchange Act and the rules and regulations thereunder, except that no such information. No representation or warranty is made by the Company with respect to statements made in the Proxy Statement/Prospectus, the Form S-4, the Parent UK Prospectus, the Parent Stockholder Circular or incorporated by reference therein any other document filed or furnished with or to the SEC or the UKLA or pursuant to the Securities Act, the Exchange Act or the UK Prospectus Rules based on information supplied by Parent or Sub specifically expressly for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectustherein.

Information Supplied. None of the (a) The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger Mergers (the "Parent “Form S-4"”) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time the Registration Statements become Form S-4 is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules 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 Sub specifically Hyde Park in writing expressly for inclusion therein. The information supplied or incorporation to be supplied by the Company for inclusion in the proxy statement relating to the Company Unitholders Meeting and the Hyde Park Stockholder Meeting included in the Form S-4 (the “Joint Proxy Statement/Prospectus”) will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the unitholders of the Company and the stockholders of Hyde Park and at the time of any meeting of the Company or the stockholders of Hyde Park, 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 with respect to statements made or incorporated by reference therein based on information supplied by Hyde Park in writing expressly for inclusion therein. The information supplied or to be supplied by the Company for inclusion in the GBC Form 10 or S-4 and the Joint Proxy Statement-Prospectus/Prospectus 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 promulgated thereunder.

Information Supplied. None of the information supplied provided or to be supplied provided by the Company specifically or its Subsidiaries for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") including any amendments or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4supplements, the "Registration Statements"“Form S- 4”) will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 misleading; provided, that, with respect to projected financial information provided by or (ii) on behalf of the Company, the Company represents only that such information was prepared in good faith by management of the Company on the basis of assumptions believed by such management to be reasonable as of the time made. None of the information provided by the Company or its Subsidiaries for inclusion or incorporation by reference in the proxy statement-prospectus statement relating to the Company Stockholders Stockholders’ Meeting and, if and the proxy statement relating to the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules Shareholders’ Meeting which are a part of the NYSEForm S-4 (such proxy statements together, in each case as amended or supplemented from time to time, the Parent Shareholders Meeting (the "“Joint Proxy Statement-Prospectus"”) will, at the date it is first mailed to the Company's ’s stockholders or, if applicable, or Parent's shareholders, ’s shareholders or at the time of the Company Stockholders Stockholders’ Meeting or, if applicable, or the Parent Shareholders Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading; provided, that, with respect to projected financial information provided by or on behalf of the Company, the Company represents only that such information was prepared in good faith by management of the Company on the basis of assumptions believed by such management to be reasonable as of the time made. The GBC Form 10 and Joint Proxy Statement (other than the Proxy Statement-Prospectus portion thereof relating solely to the Parent Shareholders’ Meeting) will comply as to form in all material respects with the provisions requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing provisions of this Section 3.8, except that no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference therein based on information in the Form S-4 or the Joint Proxy Statement that were not supplied by Parent or Sub specifically for inclusion or incorporation by reference in on behalf of the GBC Form 10 or the Proxy Statement-ProspectusCompany.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically Parent Entities in writing expressly for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time the Registration Statements become Form S-4 is declared effective under by the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10SEC, 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-prospectus relating to the Company Stockholders Meeting andtherein, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules light of the NYSEcircumstances under which they are made, not misleading, except that no representation or warranty is made by Parent Entities with respect to statements made or incorporated by reference therein based on information supplied by Company in writing expressly for inclusion therein. The information supplied or to be supplied by Parent Entities in writing expressly for inclusion in the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will/Prospectus shall not, at the date it time the Proxy Statement/Prospectus is first mailed to the stockholders of Company's stockholders or, if applicable, Parent's shareholders, or and at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Parent Entities with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically Company in writing expressly for inclusion or incorporation by reference in the GBC therein. The Form 10 or S-4 and the Proxy Statement-Prospectus./Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by a Parent Entity in writing expressly for inclusion therein, but excluding any portion thereof based on information supplied by Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by either Parent Entity) will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act. Exhibit 2.1

Information Supplied. None of the information supplied or to be supplied by the Company specifically Parent for inclusion or incorporation by reference in the Registration Statement shall (i) the registration statement on Form S-4 to be when filed with the SEC or other regulatory agency, (ii) when it is declared effective by Parent in connection with the issuance of shares of Parent Common Stock in the Merger SEC, and (the "Parent Form S-4"iii) or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10Time, 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 were made, not misleading misleading. None of the information to be supplied by the Parent for inclusion in the Proxy Statement shall (i) when filed with the SEC or other regulatory agency, (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval when it (as defined in Section 4.02(c)or any amendment thereof or supplement thereto) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders orholders of the Parent Capital Stock or Company Stock, if applicable, Parent's shareholders, or (iii) at the time times of each of the Company Stockholders Shareholders’ Meeting or, if applicable, and the Parent Shareholders Shareholders’ Meeting, and (iv) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and If at any time prior to the Effective Time, any event with respect to the Parent, or with respect to information supplied by the Parent specifically for inclusion in the Proxy Statement or Registration Statement-Prospectus , shall occur which is required to be described in an amendment of, or supplement to, the Proxy Statement or Registration Statement, such event shall be so described by the Parent and promptly provided to the Company. All documents that the Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Parent or other information supplied by the Parent for inclusion therein, will comply as to form form, in all material respects, with the provisions of the Exchange Act, and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any Legal Requirement as to the Exchange Act and information required to be contained therein. Notwithstanding the rules and regulations thereunder, except that foregoing the Parent makes no representation or warranty is made with respect to the information supplied or to be supplied by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically its Affiliates for inclusion or incorporation by reference in the GBC Form 10 Proxy Statement or the Proxy Registration Statement-Prospectus.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically IAC, NewCo, Merger Sub or their Representatives for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willshall not, at the time the Registration Statements become Form S-4 is declared effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders MeetingSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by IAC, NewCo or Merger Sub with respect to statements made therein based on information supplied by the Company or its Representatives in writing expressly for inclusion therein. The GBC information supplied or to be supplied by IAC, NewCo or Merger Sub or their Representatives for inclusion in the Proxy Statement/Prospectus shall not, at the time the Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of any meeting of Company stockholders to be held in connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by IAC, NewCo or Merger Sub with respect to statements made therein based on information supplied by the Company or its Representatives in writing expressly for inclusion therein. The Form 10 S-4 and the Proxy Statement-/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by IAC, NewCo or Merger Sub or their Representatives for inclusion therein, but excluding any portion thereof based on information supplied by the Company or its Representatives in writing expressly for inclusion therein, with respect to which no representation or warranty is made by IAC, NewCo or Merger Sub) 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 promulgated thereunder, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectus.

Information Supplied. None The information provided by Parent, Merger Subsidiary or any of the information supplied their respective Affiliates or Representatives to be supplied by the Company specifically or its Representatives (“Parent Information”) for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") willProxy Statement will not, at the time filed with the Registration Statements become effective under the Securities Act or the Exchange ActSEC, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in date it or any amendment or supplement thereto is mailed to the case stockholders of the Parent Form S-4, Company or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Stockholder Meeting, contain any untrue false or misleading statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for the Company Stockholder Meeting which has become false or misleading. The GBC Form 10 representations and the Proxy Statement-Prospectus warranties contained in this Section 5.06 will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect not apply to statements made or omissions included or incorporated by reference therein in the Proxy Statement based on upon information supplied by Parent the Company or Sub any of its Representatives specifically for inclusion use or incorporation by reference therein. If at any time prior to the Company Stockholder Meeting any fact or event relating to Parent or any of its Affiliates which should be set forth in the GBC Form 10 an amendment or supplement to the Proxy Statement-ProspectusStatement should be discovered by Parent or should occur, Parent will, promptly after become aware thereof, inform the Company of such fact or event. Any Parent Information that relates to the ownership, control and management of Parent, Merger Subsidiary and their respective Affiliates, including information relating to foreign ownership, which is provided for use in creating the materials to be provided (after giving effect to all supplements and updates thereto provided to the Company or its Representatives) (i) to DSS pursuant to Section 8.02(e) will, to Parent’s knowledge, be true, complete and correct and (ii) to the FCC pursuant to Section 8.10 will, to Parent’s knowledge, be true, complete and correct.

Information Supplied. None of the information supplied or to be supplied by the Company specifically or any of its affiliates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) for inclusion or incorporation by reference in (i) the registration statement of Parent on Form S-4 or any amendment or supplement thereto pursuant to be filed with the SEC by Parent in connection with the issuance of which shares of Parent Common Stock in issuable as part of the Merger (the "Parent Form S-4") Consideration or the registration statement on Form 10 to be filed with the SEC by GBC otherwise in connection with the distribution of shares of New GBC Common Stock in Merger will be registered with the Company Distribution SEC (the "GBC Form 10" and, together with the Parent Form S-4, the "“Registration Statements"Statement”) will, will at the time the Registration Statements become Statement is declared effective under by the Securities Act SEC (or, with respect to any post-effective amendment or the Exchange Act, as applicablesupplement, at the time of any such post-effective amendments amendment or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(csupplement becomes effective)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, (with respect to any prospectus included as part of such registration statement, in light of the circumstances under which they are were made), not misleading. The proxy statement of the Company to be filed as part of the Registration Statement with the SEC in connection with the Merger and to be sent to the stockholders of the Company in connection with the Merger, and any amendments or supplements thereto (collectively, the “Proxy Statement”) will not, on the date it is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting (or any adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The GBC Form 10 and the Proxy Statement-Prospectus Statement will comply as to form in all material respects with the provisions requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, except that no representation or warranty is made by the Company with respect to statements made included or incorporated by reference therein in the Registration Statement or Proxy Statement based on information supplied by Parent or Merger Sub or any of their respective representatives or advisors in writing specifically for inclusion use or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectustherein.

Information Supplied. None of the information supplied or to be supplied by the Company specifically BBV or BBV Sub for inclusion or incorporation by reference in in: (ia) the registration statement any Report on Form S-4 6-K to be filed by BBV or in any Report on Form 8-K to be filed by Migami with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" andany other report, together with the Parent Form S-4form, the "Registration Statements") will, at the time the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4registration, or at other filing made with any Governmental Authority with respect to the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 transactions contemplated hereby or (iib) the proxy statement-prospectus relating Proxy Statement (with respect to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus"information regarding BBV and its Affiliates) will, at the date it is first mailed to the Company's BBV’s stockholders or, if applicable, Parent's shareholders, and warrantholders or at the time of the Company Stockholders Stockholder Meeting or, if applicable, the Parent Shareholders or Warrantholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 and Notwithstanding the Proxy Statement-Prospectus will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunderforegoing, except that no representation or warranty is made by the Company BBV with respect to statements made or incorporated by reference therein based solely on information supplied by Parent or Sub specifically Migami in writing for inclusion or incorporation by reference in the GBC Form 10 Proxy Statement. None of the information supplied or to be supplied by BBV or BBV Sub for inclusion in the Proxy Statement shall, at the time such document is mailed or at the time 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 were made, not misleading. Notwithstanding the foregoing, BBV makes no representation, warranty or covenant with respect to any information supplied by Migami which is contained in the Proxy Statement-Prospectus.. EXECUTION COPY

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in as required by the terms of this Agreement pursuant to the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will), at the time the Registration Statements become S-4 is filed with the SEC and at the time it becomes effective under the Securities Act or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, 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 or misleading, and (ii) the joint proxy statement-/prospectus relating to the Company Stockholders Stockholder Meeting and, if and Parent Stockholder Meeting to be held in connection with the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting Merger (the "Joint Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or and at the time times of the Company Stockholders Stockholder Meeting or, if applicable, and the Parent Shareholders Stockholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC Form 10 If at any time prior to the Effective Time any event in respect of the Company, its officers and directors or any of its Subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Joint Proxy Statement-Prospectus , the Company shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC and, as required by Law, disseminated to the stockholders of the Company. The Joint Proxy Statement, insofar as it relates to the Company Stockholder Meeting, will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, except that no . No representation or warranty is made by the Company under this Section 3.7 with respect to any statements made or incorporated by reference therein in the S-4 or the Joint Proxy Statement based on information supplied by the Parent or Sub specifically for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-Prospectustherein.

Information Supplied. None Western and Protection One each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by the Company specifically it or its Subsidiaries for inclusion or incorporation by reference in the proxy statement (isuch proxy statement, as amended or supplemented, the "Proxy Statement") the registration statement on Form S-4 to be filed by Protection One with the SEC by Parent in connection with the issuance meeting of shares of Parent Common Stock in Protection One's stockholders to consider proposals concerning the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4Share Issuance, the "Registration Statements") Charter Amendment and the New Option Plan will, at the time the Registration Statements become effective under the Securities Act or the Exchange Act, as applicable, at the time date of any post-effective amendments or supplements thereto, at the Effective Time mailing to stockholders and at the time of the Parent Shareholders Meeting (as defined meeting of stockholders of Protection One to be held in Section 6.01(c))connection with the Share Issuance, if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting Charter Amendment and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, New Option Plan contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The GBC Form 10 As soon as practicable after the date hereof, Western shall deliver or cause to be delivered to Protection One audited financial statements for the calendar years ended December 31, 1994, 1995 and 1996 with respect to those Transferred Subsidiaries for which audited financial statements are required by Section 3-05 of Regulation S-X promulgated by the SEC for inclusion in the Proxy Statement-Prospectus will Statement (the "Proxy Statement Financials"). The Proxy Statement Financials shall, and Western hereby represents and warrants to Protection One that such financial statements will, as of the date the Proxy Statement is mailed to Protection One Stockholders and as of the Closing Date, (i) comply as to form in all material respects with the provisions requirements of Section 3-05 of Regulation S-X promulgated by the SEC, (ii) present fairly the financial condition and results of operations of those Transferred Subsidiaries covered by the Proxy Statement Financials as of the Exchange Act dates thereof or for the periods covered thereby and have been prepared in accordance with GAAP except as noted therein or in Section 3.3 of the rules Western Disclosure Letter, and regulations thereunder, except (iii) include all adjustments (consisting only of normal recurring accruals) that no representation or warranty is made are necessary for a fair presentation of the financial condition and results of operations of those Transferred Subsidiaries covered by the Company Proxy Statement Financials as of the dates thereof or for the periods covered thereby, and (iv) the interim financial statements for the six-month period ended June 25, 1997 will not vary in any material respect from, and treat capitalization of costs associated with account growth consistent with, the financial statements for such period with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub specifically for inclusion or incorporation by reference the Transferred Subsidiaries set forth in Section 2.1(e) of the GBC Form 10 or Western Disclosure Letter except with respect to those variances and adjustments noted in Section 3.3 of the Proxy Statement-ProspectusWestern Disclosure Letter.

Information Supplied. None of the information supplied or to be supplied by the Company specifically Whitman or any of its Subsidiaries for inclusion or incorporation by incorporxxxxx xy reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Parent Form S-4") or the registration statement on Form 10 to be filed with the SEC by GBC in connection with the distribution of shares of New GBC Common Stock in the Company Distribution (the "GBC Form 10" and, together with the Parent Form S-4, the "Registration Statements") will, at the time the Registration Statements become 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 or the Exchange Act, as applicable, at the time of any post-effective amendments or supplements thereto, at the Effective Time and at the time of the Parent Shareholders Meeting (as defined in Section 6.01(c)), if applicable, in the case of the Parent Form S-4, or at the time of the Company Stockholders Meeting and the Time of Distribution (as defined in the Distribution Agreement), in the case of the GBC Form 10, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) the proxy statement-prospectus relating to the Company Stockholders Meeting and, if the Parent Shareholder Approval (as defined in Section 4.02(c)) is required by the applicable rules of the NYSE, the Parent Shareholders Meeting (the "Proxy Statement-Prospectus") will, at the date it is first mailed to the Company's stockholders or, if applicable, Parent's shareholders, or at the time of the Company Stockholders Meeting or, if applicable, the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading or (ii) the Proxy Statement/Prospectus will, at the date it is first mailed to Whitman's stock- holders or at the time of the meeting of Whitman's stockholders held to vote on approval and adoption xx xxxx Xgreement (the "Whitman Stockholders Meeting"), contain any untrue statement xx x xxterial fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The GBC financial statements of Whitman included in the Form 10 S-4 and the Proxy Statement/Prosxxxxxx will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and will be prepared in accordance with GAAP 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 Whitman and its consolidated Subsidiaries as of the dates thexxxx xxd the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Proxy Statement/Prospectus will comply as to form in all material respects with the provisions requirements of the Exchange Act and the rules and regulations thereunderAct, except that no representation or warranty is made by the Company Whitman with respect to statements made or incorporated by reference rexxxxxxx therein based on information supplied by Parent PepsiCo or Sub specifically any PepsiCo Subsidiary for inclusion or incorporation by reference in the GBC Form 10 or the Proxy Statement-/Prospectus.