Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent (as defined in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"Section 5.1) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of 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, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or the Parent's stockholders or at the time of the Company Stockholders Stockholders' Meeting or the Parent Stockholders' Meeting (as defined in Section 6.015.1(d)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act 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, in writing, Sub specifically for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the The information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") willshall not, at the time the Form S-4 is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act 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 or on behalf of Parent or SubMerger Sub specifically for inclusion in the Form S-4. The Proxy Statement/Prospectus will not, at the date the Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in writinglight of the circumstances under which they were made, not misleading, except 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 Parent or Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement/Prospectus.

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 Holdco in connection with the issuance of Parent Holdco Common Stock in the Merger Mergers (the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders and GameStop’s stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)or the GameStop 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 Joint Proxy Statement will comply as to form in all material respects with the requirements 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 GameStop or Sub, in writing, Holdco specifically for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Parent or Purchaser or any of its Subsidiaries expressly for inclusion or incorporation by reference in in: (ia) the registration statement on Form S-4 to be filed with Offer Documents or the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") willSchedule 14D-9, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it such document is first mailed published, sent or given to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)’s shareholders, contain any untrue statement of a material fact or omit to state any 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 ; or (b) the Proxy Statement will comply as will, at the date it is first mailed to form in all material respects with the requirements shareholders of the Exchange Act Company and at the rules and regulations thereunder, except that no representation is made by time of the Company with respect 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 made or incorporated by reference therein based on information supplied by Parent or Subtherein, in writinglight of the circumstances under which they are made, for inclusion or incorporation by reference in the Proxy Statementnot misleading.

Information Supplied. None of the information supplied or to be supplied by the Company CDnow for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent Holdco in connection with the issuance of Parent Common Stock in the Merger Share Issuances (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the CompanyCDnow's stockholders shareholders or at the time of the Company Stockholders CDnow Shareholders Meeting (as defined in Section 6.018.01(d)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company CDnow with respect to statements made or incorporated by reference therein based on information supplied by Parent Time Warner or Sub, Sony in writing, writing for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be -------------------- supplied by the Company Parent specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 Schedule 14D-9, at the time such document is first published, sent or given to the holders of Shares, and at any time it is amended or supplemented, (ii) the Registration Statement (as defined in Section 6.6) to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in -39- the Merger (the "Form S-4") willMerger, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (iiiii) the Proxy Statement will(as defined in Section 6.6), at the date it is first mailed to the Company's Company shareholders and Parent stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), or the Parent Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Registration Statement will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules and regulations thereunder, except that no representation is representations and warranties are made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, the Company specifically for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement or contained in the Company Reports incorporated by reference in the Schedule 14D-9, the Registration Statement or the Proxy Statement.

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 to be filed filled with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or shareholders of the Company and at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 Proxy Statement will comply as to form in all material respects with the requirements 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 or on behalf of Parent or Sub, in writing, Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the Partnership GP, set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading and (iib) the Joint Proxy Statement will, at on the date it is first mailed to Limited Partners and the Company's stockholders or Parent Stockholders, and at the time of the Company Stockholders Partnership Unitholder Meeting (as defined in Section 6.01)and 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 the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, except that Parent makes no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, on behalf of the Partnership for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Purchaser or Parent or any of its Subsidiaries expressly for inclusion or incorporation by reference in in: (ia) the registration statement on Form S-4 to be filed with Offer Documents, the SEC by Parent in connection with Schedule 14D-9 or the issuance of Parent Common Stock in the Merger (the "Form S-4") willInformation Statement, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it such document is first mailed published, sent or given to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The ; or (b) the Proxy Statement will comply as will, at the date it is first mailed to form in all material respects with the requirements Company’s stockholders and at the time of the Exchange Act and Company Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Subtherein, in writinglight of the circumstances under which they are made, for inclusion or incorporation by reference in the Proxy Statementnot misleading.

Information Supplied. None The information supplied by each of the information supplied or Purchaser Parties to be supplied by contained in the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 and Proxy Statement, and all other documents to be filed with the SEC by Parent in connection with herewith will not, on the issuance date the Form S-4 and Proxy Statement (or any amendment or supplement thereto) is first mailed to holders of Company Common Shares or to holders of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Shareholders’ Meeting (as defined in Section 6.01)or the Parent 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, therein not false or misleading at the time and in light of the circumstances under which they are such statement is made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made (or omitted to be made) by each of the Company Purchaser Parties with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Sub, any Company Subsidiary in writing, connection with the preparation of the Form S-4 and Proxy Statement or the Other Filings for inclusion or incorporation by reference therein. All documents that each of the Purchaser Parties is responsible for filing with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. For the avoidance of doubt, any information supplied in writing by the Company or the Operating Partnership for inclusion in the Proxy StatementStatement or the Form S-4 shall not be considered to have been supplied by the Purchaser Parties for purposes of this representation.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Sub for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with Offer Documents, the SEC by Parent in connection with Schedule 14D-9 or the issuance of Parent Common Stock in the Merger (the "Form S-4") Information Statement will, at the time the Form S-4 such document is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement (if required by Law) will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company Parent or Sub with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, the Company for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. (a) None of the information supplied or to be supplied by the Company Parent for inclusion or incorporation by reference in (iA) the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the issuance of the Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading and (iiB) the Proxy Statement Statement/Prospectus included in the Form S-4 related to the Stockholders' Meetings and the Parent Common Stock to be issued in the Merger will, at on the date it is first mailed to the Company's stockholders of the Parent and of the Company or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Stockholders' Meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy StatementAct.

Information Supplied. None of the The information supplied or to be supplied by the Company Parent 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 Parent Common Stock in the Merger (the "Form S-4") willwill not, at the time the Form S-4 is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Parent with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, Company in writing, writing expressly for inclusion or incorporation therein. The information supplied by reference Parent in writing expressly for inclusion in the Proxy Statement/Prospectus will not, at the time the Proxy Statement/Prospectus is first mailed to the stockholders of the Company and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by Company in writing expressly for inclusion therein.

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, at the time such documents are first published, sent or given to the holders of Shares, and at any time they are amended or supplemented, (ii) the Registration Statement (as defined in Section 6.6) to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") willMerger, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (iiiii) the Proxy Statement will(as defined in Section 6.6), at the date it is first mailed to the Company's Company shareholders and Parent stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), or the Parent Meeting will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is representations and warranties are made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement or contained in the Parent Reports incorporated by reference in the Offer Documents, the Registration Statement or the Proxy Statement.

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 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed or made available to the Company's stockholders or Company Shareholders and at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 Proxy Statement will comply as to form in all material respects with the requirements 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 or on behalf of Parent or Merger Sub. The Proxy Statement will, with respect to information regarding the Company, comply as to form in writingall material respects with the requirements of the ICL, for inclusion or incorporation by reference in the Proxy StatementSEC and other Applicable Law.

Information Supplied. None of the information supplied or to be supplied by the Company or any of its Subsidiaries 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 (as amended or supplemented from time to time, the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to each of the Company's stockholders or and Parent's shareholders and at the time of each of the Company Stockholders Meeting (as defined in Section 6.01)and the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no . No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein in the Joint Proxy Statement or the Form S-4 based on information supplied by Parent or Sub, Sub in writing, writing specifically for inclusion or incorporation by reference in the Joint Proxy StatementStatement or the Form S-4, as the case may be.

Information Supplied. None of the information supplied -------------------- or to be supplied by the Company 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 "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of 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 relating to the meeting of the Company's stockholders to be held in connection with the Merger (the "Proxy Statement Statement") will, at the date it is first mailed to stockholders of the Company's stockholders or Company and at the time of the meeting of stockholders of the Company Stockholders Meeting (as defined to be held in Section 6.01)connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, therein in light of the circumstances under which they are made, made not misleading. The Proxy Statement insofar as it relates to the meeting of the Company's stockholders to vote on the Merger will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, except that no representation is made by the Company makes no representation, warranty or covenant with respect to statements made any information supplied or incorporated by reference therein based on information required to be supplied by Parent or Sub, Acquisition which is contained in writing, for inclusion or incorporation by reference in omitted from any of the Proxy Statementforegoing documents.

Information Supplied. (i) None of the information supplied or to be supplied by the Company Cigna 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 of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, or at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of 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 and (iiB) the Joint Proxy Statement will, at on the date it is first mailed to the Company's Cigna stockholders and to Anthem shareholders or at the time of the Company Cigna Stockholders Meeting (as defined in Section 6.01)and the Anthem 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 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger Share Issuance (the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it is first mailed to the Company's ’s stockholders and Parent’s stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements 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 SubMerger Sub or any of their officers, directors, representatives, agents or employees in writing, writing for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its subsidiaries expressly for inclusion or incorporation by reference in (ia) the registration Offer Documents, the Schedule 14D-9 or the information statement on Form S-4 to be filed with the SEC by Parent required in connection with the issuance of Parent Common Stock in Offer under Rule 14f-1 promulgated under the Merger Exchange Act (together with any amendments or supplements thereto, the "Form S-4"“Information Statement”) will, at the time the Form S-4 such document is filed with the SEC, at any time it such document is amended or supplemented or at the time it becomes effective under such document is first published, sent or given to the Securities ActCompany’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the proxy statement relating to the adoption by the stockholders of the Company of this Agreement (together with any amendments or supplements thereto, the “Proxy Statement Statement”) will, at the date it is first mailed to the Company's stockholders or of the Company and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Partnership 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 Parent Common Stock Units in the Merger (which will include the "Proxy Statement/Prospectus, and including any amendments or supplements, the “Form S-4"”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (iib) the Proxy Statement Statement/Prospectus will, at on the date it is first mailed to the Company's stockholders or holders of Partnership Common Units and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Partnership Unitholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements 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 Partnership, the Partnership GP or the Partnership Managing GP with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Sub, in writing, any of its affiliates for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the General Partner set forth in Section 4.10, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company P66 Parties 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 Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading and (iib) the Proxy Information Statement will, at on the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), 37 Limited Partners contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Information Statement and the Registration Statement will comply as to form in all material respects with the applicable requirements of the Securities Act or Exchange Act and Act, as applicable. Notwithstanding the rules and regulations thereunderforegoing, except that no none of the P66 Parties makes any representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, on behalf of the Partnership or the General Partner for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company Parent, Merger Sub or any of their respective Affiliates 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders ’s shareholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 Proxy Statement will comply as None of the information supplied or to form be supplied by Parent, Merger Sub or any of their respective Affiliates for inclusion or incorporation by reference in all material respects the Schedule 13E-3 (or any amendment thereof or supplement thereto) will, at the date it is first filed with the requirements SEC or at the time of the Exchange Act and Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the rules and regulations thereunderstatements therein, except that no in light of the circumstances under which they are made, not misleading. No representation is made by the Company Parent, Merger Sub or any of their respective Affiliates with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Sub, in writing, its Affiliates for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None Neither the Schedule 14D-9, nor any of the information supplied or to be supplied by the Company or its subsidiaries or 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 Parent Common Stock in the Merger (the "Form S-4", the Post-Effective Amendment (defined below in Section 7.1(a)) or the Offer Documents will, at the time the Form S-4 is respective times any such documents or any amendments or supplements thereto are filed with the SEC, at any time it is amended are first published, sent or supplemented given to shareholders or at the time it becomes become effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the . The Company Proxy Statement willwill not, at the date it time the Company Proxy Statement is first mailed to the Company's stockholders or shareholders or, at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 and the Company Proxy Statement will comply as to form in all material respects with the requirements of all applicable laws, including the Exchange Act and the rules and regulations thereunder, except that no . 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, in writing, Merger Subsidiary specifically for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the The information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger (Registration Statement, including the "Form S-4") willProxy/Prospectus, will not, at the time that the Form S-4 Registration Statement is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by or on behalf of Parent or any of its Affiliates specifically for inclusion or incorporation by reference in the Registration Statement. The Proxy Statement Proxy/Prospectus will not, at the date the Proxy/Prospectus is first mailed to the Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except 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 Parent or any of its Affiliates specifically for inclusion or incorporation by reference in the Proxy/Prospectus. The Proxy/Prospectus shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 4.25, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 S-4, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, or and (iib) the Proxy Statement will, at on the date it is first mailed to the Company's stockholders or Company Stockholders, and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement (except for such portions thereof that relate only to the Company or any Subsidiary of the Company) will comply as to form in all material respects with the applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, except that no neither Parent nor Merger Sub makes any representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, on behalf of the Company for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 joint Rule 13e-3 Transaction Statement to be filed with the SEC by Parent in connection with the issuance respect of Parent Common Stock in the Merger (the "Form S-4"“Schedule 13E-3”) (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the time the Form S-4 such document is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (iib) the Proxy Statement (insofar as it relates to the Company and the Company’s Subsidiaries) will, at the date it (or any amendment or supplement thereto) is first mailed published, sent or given to shareholders of the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 13E-3 and the Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderSecurities Laws, 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, Alkaloida, TDC, SPH or Sub, in writing, Merger Sub for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company or its Representatives specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with Registration Statement or the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") Proxy Statement/Prospectus will, at the time the Form S-4 Registration Statement is filed with declared effective by the SEC, at any time it is amended SEC or supplemented or at on the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) date the Proxy Statement will, at the date it Statement/Prospectus is first mailed to the Company's stockholders holders of the Company Common Shares or at the time of the meeting of the Company’s shareholders to consider the Merger (the “Company Stockholders Meeting (as defined in Section 6.01Shareholders Meeting”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement All documents that the Company is responsible for filing with any Governmental Agency will comply as to form in all material respects with the requirements provisions of applicable law as to the Exchange Act and information required to be contained therein. Notwithstanding the rules and regulations thereunderforegoing, except that the Company makes no representation is made by the Company or warranty with respect to statements made the information supplied or incorporated by reference therein based on information to be supplied by Parent or Sub, in writing, its Affiliates for inclusion or incorporation by reference in the S-4 Registration Statement or the Proxy Statement/Prospectus.

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 Parent Common Stock in the Merger or in respect of Company Stock Options pursuant to Section 5.6 (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's or Parent's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements 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, in writing, specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by the Parent in connection with the issuance of Parent Common Stock in the Merger Issuance (the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not 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 to be filed with the SEC and sent to the Company Shareholders in connection with the Merger and the other transactions contemplated by this Agreement (including any amendments or supplements thereto, the “Proxy Statement”) will, at the date it is first mailed to the Company's stockholders Company Shareholders or at the time of the Company Stockholders Shareholder Meeting (as defined in Section 6.01)or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy StatementAct.

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 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (as amended or supplemented from time to time, the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or shareholders of the Company and at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 Proxy Statement will comply as to form in all material respects with the requirements 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 or on behalf of Parent or Sub, in writing, Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act.

Information Supplied. None of the information supplied or to be -------------------- supplied by the Company 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or and (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the Joint Proxy Statement, or (ii) the Proxy Statement will, at on the date it is first mailed to the Company's stockholders holders of Company Common Stock or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Stockholders’ Meeting, will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements of foregoing, the Exchange Act and the rules and regulations thereunder, except that Company makes no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on any information supplied by Parent or Sub, Merger Sub that is contained in writing, for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any other Company Party 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 Parent Common Stock in the Merger Issuance (the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, . None of the information supplied or (ii) to be supplied by or on behalf of the Company or any other Company Party for inclusion or incorporation by reference in the Proxy Statement Statement/Information Statement/Prospectus will, at the date it is first mailed to the Company's stockholders Company Stockholders or Parent Stockholders, or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement Statement/Information Statement/Prospectus will comply as to form in all material respects with the 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 or incorporated by reference therein based on information that was not supplied by Parent or Sub, in writing, for inclusion on behalf of the Company or incorporation by reference in the Proxy Statementother Company Parties.

Information Supplied. (i) None of the information supplied or to be supplied by the Company MCI for inclusion or incorporation by reference in (iA) the registration statement on Form S-4 F-4 to be filed with the SEC by Parent BT in connection with the issuance of Parent Common Stock BT ADSs in the Merger (the "Form S-4F-4") will, at the time the Form S-4 F-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of 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 included in the Form F-4 related to the MCI Stockholders Meeting) (the "Proxy Statement Statement/Prospectus") and, if applicable, the Schedule 13E-3 will, at on the date it is first mailed to the Company's MCI stockholders or at the time of the Company MCI Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent, Merger Sub or LLC 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is or any amendments or supplements thereto are filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, or and (iib) the Joint Proxy Statement will, at on the date it is first mailed to stockholders of the Company's Company and stockholders or of Parent, and at the time of the Company Stockholders Meeting (as defined in Section 6.01)and the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Form S-4 and the Joint Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act. Notwithstanding the foregoing, Parent, Merger Sub and regulations thereunder, except that LLC make no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on any information supplied by Parent or Sub, in writing, on behalf of the Company for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company Parent; Merger Sub or any of their respective Affiliates 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders ’s shareholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 Proxy Statement will comply as None of the information supplied or to form be supplied by Parent; Merger Sub or any of their respective Affiliates for inclusion or incorporation by reference in all material respects the Schedule 13E-3 (or any amendment thereof or supplement thereto) will, at the date it is first filed with the requirements SEC or at the time of the Exchange Act and Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the rules and regulations thereunderstatements therein, except that no in light of the circumstances under which they are made, not misleading. No representation is made by the Company Parent; Merger Sub or any of their respective Affiliates with respect to statements made or incorporated by reference therein based on information supplied by Parent the Company or Sub, in writing, its Affiliates for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Company 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 Newco in connection with the issuance of Parent Common Stock Newco ADSs in the Merger (the "Form S-4Registration Statement") will, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading and (ii) the Proxy proxy statement included in the Registration Statement will, at the date it is first mailed relating to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.017.4(b)) to be held in connection with the Merger (the "Proxy Statement") and any other documents to be filed by the Company with the SEC (including, without limitation, under the 0000 Xxx) or any other Governmental Authority in connection with the Merger will, at the dates mailed to shareholders and at the times of such meetings, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will shall comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders and Parent’s stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements 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, in writing, Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company GeoEye 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's each of DigitalGlobe’s stockholders and GeoEye’s stockholders or at the time of each of the Company DigitalGlobe Stockholders Meeting (as defined in Section 6.01)and the GeoEye 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 Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company GeoEye with respect to statements made or incorporated by reference therein based on information supplied by Parent DigitalGlobe, Merger Sub or Sub, in writing, Merger Sub 2 for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 or any amendment or supplement thereto is filed with the SEC, at any time it is amended or supplemented or at the time it becomes declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Proxy Statement will, at the date time it is first published or mailed to the stockholders of the Company's stockholders , at the time of any amendment thereof or supplement thereto and at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 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 which has become false or misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act foregoing, Parent and the rules and regulations thereunder, except that Merger Sub make no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein in the Form S-4 or the Proxy Statement based on information supplied by Parent or Sub, in writing, on the Company or any Affiliates thereof for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the The information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger (the "Form S-4") will, shall not at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it time it is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective under the Securities Act, effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or (ii) . The information supplied by Parent for inclusion in the Proxy Statement willshall not, at on the date it the Proxy Statement is first mailed to the stockholders of the Company's stockholders or , at the time of the Company Stockholders Meeting (as defined in Section 6.01)Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement representations and warranties contained in this Section 4.7 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect not apply to statements made or omissions included or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy StatementStatement based upon information furnished by the Company or any of its representatives specifically for use or incorporation by reference therein.

Information Supplied. None Subject to the accuracy of the representations and warranties of MLP set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent 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 Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, or and (iib) the Proxy Statement will, at on the date it is first mailed to the Company's stockholders or Unitholders of MLP, and at the time of the Company Stockholders Meeting (as defined in Section 6.01)MLP Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act and the rules and regulations thereunderforegoing, except that Parent makes no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, on behalf of MLP for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (iiB) the Company Proxy Statement Statement/Prospectus will, at on the date it is first mailed to the Company's stockholders shareholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 Form S-4 and the Company Proxy Statement Statement/Prospectus will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. Notwithstanding the foregoing provisions of this Section 3.2(e), except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein in the Form S-4 or the Company Proxy Statement/Prospectus based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company 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 Parent Common Stock in Share Issuance (together with any amendment or supplements thereto, the Merger (the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or Parent’s stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation 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, in writing, Merger LLC for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of the Company’s Subsidiaries in writing 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 Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, 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 not misleading, or (ii) the Proxy Statement will, at the date time it is first mailed to the Company's stockholders Acquiror Shareholders, at the time it is supplemented or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as Notwithstanding anything to form in all material respects with the requirements of contrary herein, the Exchange Act and the rules and regulations thereunder, except that Company makes no representation is made by the Company or warranty (including under this Section 5.26 or otherwise) with respect to statements made or incorporated by reference therein in the Proxy Statement/Registration Statement to the extent such statements are based on information supplied by Parent or Sub, on behalf of any Acquiror Party in writing, writing specifically for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company SXCP Conflicts Committee 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 respect to the issuance of shares of Parent Common Stock in connection with the Merger (as amended or supplemented from time to time, the "Form S-4"“Registration Statement”) will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading, or and (iib) the proxy statement filed by Parent with the SEC in connection with the Parent Stock Issuance Approval (the “Proxy Statement Statement”) will, at on the date it is first mailed to the Company's stockholders or of Parent, and at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 made therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act and the rules and regulations thereunderforegoing, except that SXCP makes no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Sub, in writing, Merger Sub for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

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 nStor in connection with the issuance of Parent nStor Common Stock in the Merger (the "Form S-4REGISTRATION STATEMENT") will, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or and (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or and at the time of the Company Stockholders Meeting (as defined in Section 6.01)meeting of the Company's stockholders held to vote on approval of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act Act, and the rules and regulations thereunder, except that no . No representation is made by the Company in this SECTION 4.7 with respect to statements made or incorporated by reference therein in the Proxy Statement based on information supplied by Parent nStor or Sub, in writing, the nStor Subsidiary specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (iA) the registration proxy statement on Form S-4 related to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger Company Stockholders Meeting (the "Form S-4PROXY STATEMENT"), if applicable, (B) the Schedule 14D-9 or (C) the Offer Documents will, at the time respective times such documents are filed, and, with respect to the Form S-4 is filed with Offer Documents and the SECProxy Statement, at any time it is amended if any, when first published, sent or supplemented or at given to the time it becomes effective under stockholders of the Securities ActCompany, contain any an 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 therein, in the light of the circumstances under which they are made, not misleadingmisleading or, in the case of the Offer Documents and the Proxy Statement, if any, or (ii) the Proxy Statement willany amendment thereof or supplement thereto, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01below), if any, and at the Effective Time, contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the solicitation of proxies for the Company Stockholders Meeting, if any, which shall have become misleading. The Proxy Statement Statement, if any, and Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent 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 Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, or and (iib) the Proxy Statement will, at on the date it is first mailed to the Company's stockholders or Unitholders, and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Partnership Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act and the rules and regulations thereunderforegoing, except that Parent makes no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, on behalf of the Partnership for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (ia) 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 joint proxy statement and prospectus, together with any amendments thereto (the "Form S-4Joint Proxy Statement/Prospectus"), constituting a part thereof) (the "S-4 Registration Statement") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or and (iib) the Joint Proxy Statement Statement/Prospectus and any amendment or supplement thereto will, at the date it such information is first mailed to the Company's stockholders or supplied and at the time of the meetings of the Company Stockholders Meeting (shareholders and Parent stockholders to be held to approve or adopt, as defined in Section 6.01)the case may be, this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements statement therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the The information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger (Registration Statement, including the "Form S-4") willProxy/Prospectus, will not, at the time that the Form S-4 Registration Statement is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information supplied by or on behalf of the Company or any of its Affiliates specifically for inclusion or incorporation by reference in the Registration Statement. The Proxy Proxy/Prospectus will not, at the date the Proxy/Prospectus is first mailed to the Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that, in each case, no representation or warranty is made by Parent with respect to statements made therein based on information supplied by or on behalf of the Company or any of its Affiliates specifically for inclusion or incorporation by reference in the Proxy/Prospectus. The Registration Statement will and the Proxy/Prospectus shall comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by Parent, Merger Sub and the Company Parent Subsidiaries specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be Proxy Statement or any other document filed with the SEC by Parent in connection with the issuance of Parent Common Stock transactions contemplated by this 37 Agreement will (a) in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement case 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 willStatement, at the date it is first mailed to the Company's stockholders or at the time of the mailing thereof or at the time the Company Stockholders Stockholder Meeting (as defined in Section 6.01)is to be held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company or (b) with respect to any other document to be filed by Company with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made or incorporated by reference therein based on information supplied by Parent or Subtherein, in writinglight of the circumstances under which they are made, for inclusion or incorporation by reference in the Proxy Statementnot misleading.

Information Supplied. None of the information supplied --------------------- or to be supplied by the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with Offer Documents, the SEC by Parent in connection with Schedule 14D-9 or the issuance of Parent Common Stock in the Merger (the "Form S-4") Information Statement, will, at the time the Form S-4 such document is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany's stockholders, contain any an 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 will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.016.01(b)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D- 9, the Proxy Statement and the Information Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, Sub in writing, writing for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent Purchaser in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") Purchaser Share Issuance will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it the Joint Proxy Statement/Prospectus is first mailed to the Company's respective stockholders or of the Company and Purchaser and at the time of the Company Stockholders Meeting (as defined in Section 6.01)and the Purchaser Stockholders Meeting, respectively, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements of foregoing, the Exchange Act and the rules and regulations thereunder, except that Company makes no representation is made by the Company or warranty with respect to statements made any information supplied by or on behalf of Purchaser or any of its Representatives which is contained or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of any Acquiror Party in writing 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 Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or at the time it (or any post-effective amendment or supplement) becomes effective under the Securities Act, 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 not misleading, or (ii) the Proxy Statement will, at the date time it is first mailed to the Company's stockholders Acquiror Shareholders, at the time it is supplemented or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as Notwithstanding anything to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereundercontrary herein, except that no Acquiror Party makes any representation is made by the Company or warranty (including under Section 6.08, this Section 6.17 or otherwise) with respect to statements made or incorporated by reference therein in the Proxy Statement/Registration Statement to the extent such statements are based on information supplied by Parent or Sub, on behalf of the Company in writing, writing specifically for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company 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 Parent Common Stock in the Merger (including any amendments or supplements, the "Form S-4") will, at the time the Form S-4 is when filed with the SEC, or at any time it is amended or supplemented or at the time it the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company with respect to information or statements with respect to Parent or any of its Subsidiaries made or incorporated by reference therein based on information supplied by or on behalf of Parent or Sub, in writing, Merger Sub for inclusion or incorporation by reference in the Joint Proxy StatementStatement or the Form S-4.

Information Supplied. (i) 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 F-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock Shares in the Merger (the "Form S-4F-4") will, at the time the Form S-4 F-4 is filed with the SEC, at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no . No representation or warranty is made by the Company with respect to statements made or incorporated by reference therein in the Proxy Statement based on information supplied by Parent or Sub, in writing, specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company PhoneTel for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent Davel in connection with the issuance of Parent Davel Common Stock in the Merger Transactions (the "Form S-4") willshall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, misleading or (ii) the Proxy Statement willshall, at the date it is first mailed to the CompanyPhoneTel's stockholders or at the time of the Company PhoneTel Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderAct, except that no representation or warranty is made by the Company PhoneTel with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, Davel for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Partnership and the Partnership GP, set forth in Section 4.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent specifically for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (iib) the Partnership Proxy Statement will, at on the date it is first mailed to the Company's stockholders or Limited Partners, and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Partnership Unitholder Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading and (c) the Parent Proxy Statement will, on the date it is first mailed to the Parent Stockholders, 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 Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act and the rules and regulations thereunderforegoing, except that Parent makes no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, on behalf of the Partnership for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied --------------------- or to be supplied by the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with Offer Documents, the SEC by Parent in connection with Schedule 14D-9 or the issuance of Parent Common Stock in the Merger (the "Form S-4") Information Statement will, at the time the Form S-4 such document is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under is first published, sent or given to the Securities ActCompany's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (ii) the Proxy Statement (if required) will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9, the Information Statement and the Proxy Statement (if required) will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, Sub in writing, writing for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company 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 pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the "Form S-4"“Registration Statement”) willshall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the Proxy Statement will, at the date it is first mailed to stockholders of the Company's stockholders or Company and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements provisions of the Exchange Act and the rules and regulations thereunderAct; provided, except however, that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent Parent, Merger Sub 1 or Sub, in writing, Merger Sub 2 specifically for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 Registration Statement to be filed with the SEC Commission by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") transactions contemplated by this Agreement will, at the time the Form S-4 Registration Statement is filed with the SECCommission, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or Parent’s stockholders, or at the time of the Company Stockholders Meeting (as defined in Section 6.01)or the Parent Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, writing for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement Form S-4 will comply as to form in all material respects with the requirements of the Exchange Securities Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company Parent or Merger Sub with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Sub, in writing, the Company specifically for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company 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 Parent Common Merger Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.015.01(c)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Sub, in writing, Sub specifically for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied in writing by the Company 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 Parent Common Stock in the Merger (the "Form S-4") , including the Joint Proxy Statement/Prospectus forming a part thereof, will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, ; or (ii) the Joint Proxy Statement Statement/Prospectus will, at the date it the Joint Proxy Statement/Prospectus is first mailed to the Company's stockholders or of the Company and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made any information provided by or required to be provided by the Company with respect to statements made and/or by its auditors, legal counsel, financial advisors or incorporated by reference therein based on information supplied by Parent other consultants or Sub, in writing, advisors specifically for inclusion or incorporation by reference use in the Form S-4 or the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company 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 Parent Class A Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or and (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Stockholder Meeting (as defined in Section 6.015.01(b)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion 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 Parent Common Stock in the Merger (including any amendments or supplements, the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to stockholders of the Company's stockholders Company and the shareholders of Parent or at the time of the Company Stockholders Meeting (as defined in Section 6.01)and the Parent 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 Joint Proxy Statement and the Form S-4, each to the extent it relates to the Company or its Subsidiaries or other information supplied by the Company for inclusion therein, will comply as to form in all material respects with the requirements provisions of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied, supplied herein or to be supplied by the Company Parent for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 Registration Statement to be filed with the SEC by Parent in connection with the issuance of shares of Parent Common Stock in the Merger (including the "Form S-4"Joint Proxy Statement/Prospectus, constituting a part thereof) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or and (iib) the Joint Proxy Statement Statement/Prospectus and any amendment or supplement thereto will, at the date it such information is first mailed to the Company's stockholders or supplied and at the time of the meetings of the Company Stockholders Meeting (shareholders and Parent stockholders to be held to approve or adopt, as defined in Section 6.01)the case may be, this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact required to be stated therein or necessary in order to make the statements statement therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or (to the extent permitted by applicable rules of the SEC) incorporation by reference in (i) the registration statement Registration Statement on Form S-4 to be filed with the SEC by Parent CSLC and the Trust in connection with the issuance of Parent Common Stock Convertible Securities in the Merger (the "Form S-4") willshall, at the time the Form S-4 is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, not misleading, or and (ii) the Company Proxy Statement willshall, at the date it is first mailed to the Company's stockholders or at the time holders of the Company Stockholders Meeting (as defined in Section 6.01)Common Stock and on the date of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Company Proxy Statement will shall, on each date mailed to holders of Company Common Stock in connection with the Company Stockholders' Meeting and at all times thereafter to the Closing Date, comply as to form in all material respects with the requirements provisions of Regulation 14A under the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy StatementAct.

Information Supplied. None of the The information supplied or relating to Parent and Merger Sub to be supplied by the Company for inclusion contained in, or incorporation incorporated by reference in in, (ia) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") willwill not, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of 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 the light of the circumstances under which they are were made, not misleading and (b) the Information Statement (or any amendment or supplement thereto) will not, on the date the Information Statement is first mailed to the Company Stockholders or at the time the Information Statement (or any amendment or supplement thereto) is filed with the SEC, 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 the light of the circumstances under which they were made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements foregoing provisions of the Exchange Act and the rules and regulations thereunderthis Section 5.11, except that no representation or warranty is made by the Company Parent or Merger Sub with respect to information or statements made or incorporated by reference therein in the Form S-4 or the Information Statement based on upon information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in on behalf of the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by the Company specifically for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or and (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or shareholders and at the time of the Company Stockholders Meeting (as defined in Section 6.01)meeting of the Company's shareholders held to vote on approval and adoption of this Agreement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no . No representation is made by the Company in this Agreement with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, Sub specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. (i) None of the information supplied or to be supplied by the Company MCI for inclusion or incorporation by reference in (iA) the registration statement on Form S-4 (as defined in Section 5.1) to be filed with the SEC by Parent WorldCom in connection with the issuance of Parent the WorldCom Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or misleading and (iiB) the Joint Proxy Statement Statement/Prospectus (as defined in Section 5.1) included in the Form S-4 related to the MCI Stockholders Meeting and the WorldCom Stockholders Meeting (each, as defined in Section 5.1) and the WorldCom Common Stock to be issued in the Merger will, at on the date it is first mailed to the Company's MCI stockholders or WorldCom Stockholders or at the time of the Company MCI Stockholders Meeting (as defined in Section 6.01)or the WorldCom Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with (ii) Notwithstanding the requirements foregoing provisions of the Exchange Act and the rules and regulations thereunderthis Section 3.1(e), except that no representation or warranty is made by the Company MCI with respect to statements made or incorporated by reference therein in the Form S-4 or the Joint Proxy Statement/Prospectus based on information supplied by Parent or Sub, in writing, WorldCom for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the registration statement of Parent on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock securities in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.015.01(c)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied in writing by Parent or Sub, in writing, Sub specifically for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None Subject to the accuracy of the representations and warranties of WGP GP, WGP and Merger Sub set forth in Article IV, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of WES and WES GP 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 Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or and (iib) the Proxy Statement will, at on the date it is first mailed to the Company's stockholders or XXX Limited Partners, and at the time of the Company Stockholders Meeting (as defined in Section 6.01)WES Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, except that WES makes no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Subon behalf of WGP GP, in writing, WGP or Merger Sub for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. (i) None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (iA) the registration proxy statement on Form S-4 related to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger Company Stockholders Meeting (the "Form S-4Proxy Statement"), if applicable, (B) the Schedule 14D-9 or (C) the Offer Documents will, at the time respective times such documents are filed, and, with respect to the Form S-4 is filed with Offer Documents and the SECProxy Statement, at any time it is amended if any, when first published, sent or supplemented or at given to the time it becomes effective under stockholders of the Securities ActCompany, contain any an 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 therein, in the light of the circumstances under which they are made, not misleadingmisleading or, in the case of the Offer Documents and the Proxy Statement, if any, or (ii) the Proxy Statement willany amendment thereof or supplement thereto, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01below), if any, and at the Effective Time, contain any an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the solicitation of proxies for the Company Stockholders Meeting, if any, which shall have become misleading. The Proxy Statement Statement, if any, and Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.in

Information Supplied. None of the information supplied or to be supplied in writing by the Company 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 Parent Common Stock in the Merger (the "Form S-4") , including the Proxy Statement/Prospectus forming a part thereof, will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, or ; and (ii) the Proxy Statement Statement/Prospectus will, at the date it the Proxy Statement/Prospectus is first mailed to the Company's stockholders or shareholders of the Company and at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 made therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty with respect to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made any information provided by or required to be provided by the Company with respect to statements made and/or by its auditors, legal counsel, financial advisors or incorporated by reference therein based on information supplied by Parent other consultants or Sub, advisors specifically for use in writing, for inclusion the Form S-4 or incorporation by reference in the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by the Company 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 pursuant to which shares of Parent Common Stock issuable in the Merger will be registered with the SEC (including any amendments or supplements, the "Form S-4"“Registration Statement”) willshall, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the Proxy Statement willshall, at the date it is first mailed to the Company's stockholders or Company Shareholders and at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder; provided, except however, that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information (i) supplied by Parent or Sub, in writing, Merger Sub specifically for inclusion or incorporation by reference in therein or (ii) not supplied by or on behalf of the Proxy StatementCompany and not obtained from or incorporated by reference to the Company’s filings with the SEC.

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 (as amended or supplemented from time to time, the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (iib) the proxy statement relating to the Company Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the form or forms mailed to the Company’s stockholders, the “Proxy Statement Statement”) will, at the date it the Proxy Statement is first mailed to the Company's stockholders or of the Company and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein in the Form S-4 or the Proxy Statement based on information supplied by Parent or Sub, in writing, Merger Sub specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or supplemented, and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the Company's stockholders or of the Company and the stockholders of Parent and at the time of the Company Stockholders Stockholders’ Meeting (as defined in Section 6.01)and the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act 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 or on behalf of Parent or Merger Sub. The Joint Proxy Statement will, with respect to information regarding the Company, comply as to form in writing, for inclusion or incorporation by reference in all material respects with the Proxy Statementrequirements of the Exchange Act.

Information Supplied. None of the information supplied or to be supplied by the Company in writing for inclusion or incorporation by reference in (i) the registration statement Registration Statement on Form S-4 of Parent (together with any amendments or supplements thereto, the “Form S-4”) to be filed with the SEC by Parent in connection with the issuance of the Parent Common Stock in or as a result of the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it the Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they were made, not misleading, or ; and (ii) the Proxy Statement Statement/Prospectus will, at the date it the Proxy Statement/Prospectus is first mailed to the Company's stockholders or shareholders of the Company and at the time of the Company Stockholders Meeting (as defined in Section 6.01)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 made therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements of foregoing, the Exchange Act and the rules and regulations thereunder, except that Company makes no representation is made by the Company or warranty with respect to statements made any information provided by or incorporated required to be provided by reference therein based on information supplied Parent, Merger Sub and/or by Parent their auditors, legal counsel, financial advisors or Sub, other consultants or advisors specifically for use in writing, for inclusion the Form S-4 or incorporation by reference in the Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent, any of its Subsidiaries or the Company Parent External Adviser expressly 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 Parent Common Stock in the Merger (the "Form S-4") N-14 will, at the time the Form S-4 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any 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 , and (b) the Joint Proxy Statement will comply as will, at the date it or any amendment or supplement is mailed to form in all material respects with the requirements 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, as applicable, 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 Parent or Acquisition Sub regarding such portions thereof that relate expressly to the Company with respect or any of its Subsidiaries, or to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, on behalf of the Company for inclusion or incorporation by reference in the Proxy Statementtherein).

Information Supplied. None of the information supplied or to be supplied by the Company for First-Knox xxx inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with the SEC by Parent Park in connection with the issuance of Parent Park Common Stock Shares in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, or and (ii) the Proxy Statement will, at the date it is first mailed of mailing to the Company's stockholders or shareholders and at the time times of the Company Stockholders Meeting (as defined meetings of shareholders to be held in Section 6.01)connection with the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement (except for such portions thereof that relate only to Park) will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.the

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (iin:(i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or ; and (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Stockholder Meeting (as defined in Section 6.015.01(b)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of Parent or Sub, in writing, Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied in writing by the Company for inclusion or incorporation by reference in (ia) the registration statement on Form S-4 to be filed with Offer Documents or the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") Recommendation Documents will, at the time the Form S-4 is such documents are filed with the SEC, at any time it is such documents are amended or supplemented or at the time it becomes effective under such documents are first published, sent or given to the Securities ActCompany’s stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (iib) the Proxy Information Statement (to the extent the Company is required to distribute the Information Statement) will, at the date it is first mailed to the Company's ’s stockholders or at and on the time of date the Company Stockholders Meeting (as defined in Section 6.01)Written Consent is effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement Recommendation Documents and the Information Statement, as the case may be, will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunderSecurities Laws, 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, in writing, Merger Sub for inclusion or incorporation by reference in the Proxy Statementtherein.

Information Supplied. None Subject to the accuracy of the representations and warranties of the Company set forth in Section 3.9, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of Parent or CSN Holdings 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 Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is or any amendments or supplements thereto are filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleading, or and (iib) the Proxy Statement will, at on the date it is first mailed to stockholders of the Company's stockholders or , and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement Form S-4 will comply as to form in all material respects with the applicable requirements of the Exchange Securities Act and the rules Exchange Act. Notwithstanding the foregoing, Parent and regulations thereunder, except that CSN Holdings make no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on any information supplied by Parent or Sub, in writing, on behalf of the Company for inclusion or incorporation by reference in the Proxy StatementForm S-4 or any other documents filed with the SEC.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 (i) the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"including any amendments or supplements thereto) will, at the time the Form S-4 Schedule 14D-9 (or any amendment or supplement thereto) is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities ActSchedule 14D-9 (or any amendment or supplement thereto) is first published, sent or given to the stockholders of the Company, 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 false or misleading. The Offer Documents (including any amendment or supplement thereto) will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, or (ii) the Proxy Statement willand will not, at the date it is first mailed to time filed with the Company's stockholders or SEC and at the time first published, sent or given to the stockholders of the Company Stockholders Meeting (as defined in Section 6.01)Company, contain any untrue statement of a material fact or omit to state any 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. The Proxy Statement will comply as to form in all material respects with Notwithstanding the requirements of the Exchange Act foregoing, Parent and the rules and regulations thereunder, except that Merger Sub make no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, on behalf of the Company or any Affiliates thereof for inclusion or incorporation by reference in the Proxy StatementOffer Documents.

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 Parent Common Stock in connection with the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or misleading and (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, Sub specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None Subject to the accuracy of the representations and warranties of XXX GP and XXX set forth in Article III, none of the information supplied (or to be supplied supplied) in writing by the Company or on behalf of WGP GP, WGP and Merger Sub 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 Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement, or any amendment or supplement thereto, is filed with the SEC, at any time it is amended or supplemented SEC or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or and (iib) the Proxy Statement will, at on the date it is first mailed to the Company's stockholders or XXX Limited Partners, and at the time of the Company Stockholders Meeting (as defined in Section 6.01)XXX Unitholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the applicable requirements of the Exchange Act and Act. Notwithstanding the rules and regulations thereunderforegoing, except that WGP makes no representation is made by the Company or warranty with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, on behalf of XXX GP or XXX for inclusion or incorporation by reference in any of the Proxy Statementforegoing documents.

Information Supplied. None of the information supplied or to -------------------- be supplied by the Company 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 Parent Class A Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or and (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Stockholder Meeting (as defined in Section 6.015.01(b)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, Sub for inclusion or incorporation by reference in the Joint Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company Red Cannxx xxxcifically 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 Parent Common Stock in the Merger (the "Form S-4") Registration Statement will, at the time the Form S-4 Registration Statement is filed with the SEC, at any time it is amended or supplemented or and at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or and (ii) the Proxy Statement will, at the date it such Proxy Statement is first mailed to the Company's stockholders or of the Company and Red Cannxx, xxd at the time of the Red Cannxx Xxxting (as defined in Section 6.3) and the Company Stockholders Special Meeting (as defined in Section 6.015.2), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no No representation is made by the Company Red Cannxx xx this Section 4.5 with respect to statements made or incorporated by reference therein in the Registration Statement or the Proxy Statement based on information supplied by Parent or Sub, in writing, the Company specifically for inclusion or incorporation by reference in the Registration Statement or the Proxy Statement.

Information Supplied. None of the The information supplied or to be supplied by the Company 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 Parent Common Stock in the Merger (the "“Form S-4"”) willwill not, at the time the Form S-4 is filed with declared effective by the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act 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, in writing, writing expressly for inclusion therein. The information supplied or incorporation to be supplied by reference the Company in writing expressly for inclusion in the proxy statement relating to the Company Stockholders’ Meeting included in the Form S-4 (the “Proxy Statement/Prospectus”) will not, at the time the Proxy Statement/Prospectus is first mailed to the stockholders of the Company and - 21 - at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, 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.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company 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 Parent Common Stock in the Merger (including any amendments thereto, the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, and at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the proxy statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Merger (including any amendments or supplements thereto, or (iithe “Proxy Statement”) the Proxy Statement will, at the date it is first mailed to the Company's ’s stockholders or at the time of the Company Stockholders Stockholders’ Meeting (as defined in Section 6.01)or at the time of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the 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 or incorporated by reference therein based on information that was not supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in on behalf of the Proxy StatementCompany.

Information Supplied. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in (i) the registration 32 statement on Form S-4 (or such other form as deemed appropriate) to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it the Proxy Statement is first mailed to the Company's stockholders and Parent's stockholders or at the time of the Company Stockholders Special Meeting and the Parent Special Meeting (as defined in Section 6.017.01(c)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act 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, in writing, Sub for inclusion or incorporation by reference in the Proxy Statement.. SECTION 3.26

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in the Schedule 14D-9 (iincluding, without limitation, all information, required by Section 14(f) of the registration statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4"Exchange Act and Rule 14f-1 thereunder) will, at the time the Form S-4 it is filed with the SECSEC or, at any time it is amended or supplemented if shares of Company Common Stock are accepted for purchase pursuant to the Offer, on the date that the Offer expires, or at the time it becomes effective under the Securities Actof any amendment or supplement thereof, in each case, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders or at the time of the Company Stockholders Meeting (as defined in Section 6.01), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements None of the Exchange Act and the rules and regulations thereunder, except that no representation is made 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, in writing, Merger Sub for inclusion or incorporation by reference in the Proxy StatementStatement will, at the time it is filed with the SEC, at the time it is mailed to the Company's stockholders, at the time of the Special Meeting, or at the time of any amendment or supplement thereof, in each case, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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 to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "“Form S-4"”) will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Proxy Statement will, at the date it is first mailed to the Company's stockholders ’s shareholders and Parent’s shareholders or at the time of the Company Stockholders Shareholders Meeting (as defined in Section 6.01)or the Parent Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements 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 information contained or incorporated by reference therein based on information supplied by or on behalf of Parent or Sub, in writing, Merger Sub specifically for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company Parent or Merger Sub for inclusion or incorporation by reference in (i) the registration statement on Form S-4 to be filed with F-4, the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (the "Form S-4") Offer Documents, any Post-Effective Amendment and any Schedule 13E-3 will, at the time the Form S-4 is respective times any such documents or any amendments or supplements thereto are filed with the SEC, at any time it is amended are first published, sent or supplemented given to holders of Company Common Stock or at the time it becomes become effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the any Proxy Statement or Information Statement will, at the date it such Proxy Statement or Information Statement is first mailed to the Company's stockholders holders of Company Common Stock or at the time of the any Company Stockholders Meeting (as defined in Section 6.01)Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement Form F-4, the Offer Documents, any Post-Effective Amendment and any Schedule 13E-3 will comply as to form in all material respects with the requirements of all applicable Laws, including the Securities Act and the Exchange Act Act, as applicable, and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement.

Information Supplied. None of the information supplied or to be supplied by the Company Westvaco 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 Parent Common Stock in the Merger (the "Form S-4") S- 4 will, at the time the Form S-4 is filed with the SEC, at any time it is amended or supplemented or at the time it becomes effective under the Securities Act, contain any untrue statement of 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 the light of the circumstances under which they are made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the CompanyWestvaco's stockholders or at the time of the Company Westvaco Stockholders Meeting (as defined in Section 6.01)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 Joint Proxy Statement and the Form S-4 will comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder, except that no representation or warranty is made by the Company Westvaco with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, Mead specifically for inclusion or incorporation by reference in txx Xoint Proxy Statement or the Proxy StatementForm S-4.

Information Supplied. None of the information supplied or to be supplied by the Company or on behalf of Bowater 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 Parent Common Stock in the Merger (the "Form S-4") , any Alternative Form or the Form S-3 will, at the time the Form S-4 S-4, such Alternative Form or the Form S-3, as applicable, is filed with the SEC, at any time it is amended or supplemented or SEC and at the time it becomes effective under the Securities 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (ii) the Joint Proxy Statement will, at the date it is first mailed to the Company's stockholders or of Bowater and to the holders of Exchangeable Shares and at the time of the Company Stockholders Meeting (as defined in Section 6.01)Bowater 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 Bowater with respect to statements made or incorporated by reference therein based on information supplied by or on behalf of ACI specifically for inclusion or incorporation by reference in the Form S-4, any Alternative Form or the Form S-3 or the Joint Proxy Statement. The Joint Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder, except that no representation is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Sub, in writing, for inclusion or incorporation by reference in the Proxy Statement1934 Act.