Common use of Financial Statements; Undisclosed Liabilities Clause in Contracts

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a true and complete copy of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets as of December 31, 2013 and 2012 for WPZ, including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Financial Statements”). The WPZ Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZACMP’s Current Annual Report on Form 810-K K/A filed with the SEC on May 19March 3, 2014 (the “WPZ 8ACMP 10-K/A”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, changes in equitypartners’ capital, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets as of December 31, 2013 and 2012 for WPZACMP, including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ ACMP with the SEC on July 3130, 2014 (the “WPZ ACMP Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014operations, changes in equity for the six month period ended June 30, 2014partners’ capital, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZACMP, including the notes thereto (the referenced financial statements set forth in both the WPZ 8ACMP 10-K K/A and the WPZ ACMP Q2 10-Q are collectively referred to as the “WPZ ACMP Financial Statements”). The WPZ ACMP Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ ACMP as of such dates and the consolidated results of operations and cash flows of WPZ ACMP for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ ACMP Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect. WPZ ACMP has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ ACMP SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZNAP’s Current Annual Report on Form 820-K F filed with the SEC on May 19March 9, 2014 2018 (the “WPZ 8NAP 20-KF”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, cash flows and changes in equity, and cash flows partners’ capital for each of the three years in the period ended December 31, 2013 2017, December 31, 2016 and December 31, 2015 and consolidated audited balance sheets as of December 31, 2013 2017 and 2012 as of December 31, 2016 for WPZNAP, including the notes thereto, thereto and the Quarterly NAP’s Report on Form 106-Q K (“Latest NAP Quarter 6-K”) filed by WPZ with the SEC on July 31August 2, 2014 (the “WPZ Q2 10-Q”) 2018 sets forth a true and complete correct copy of the consolidated unaudited statements of comprehensive income operations, cash flows and changes in partners’ capital for the six month period periods ended June 30, 2014, changes in equity for the six month period ended 2018 and June 30, 2014, 2017 and cash flows for the six month period ended June 30, 2014 and consolidated unaudited balance sheet as of June 30, 2014 2018 for WPZNAP, including the notes thereto (the referenced financial statements set forth in both the WPZ 8NAP 20-F and the Latest NAP Quarter 6-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ NAP Financial Statements”). The WPZ NAP Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ NAP as of such the dates indicated therein and the consolidated results of operations and cash flows of WPZ NAP for such periodsthe periods indicated therein, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ NAP Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ NAP Material Adverse Effect. WPZ NAP has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ NAP SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a true and complete copy Copies of the audited consolidated audited balance sheets, consolidated statements of comprehensive income, changes in consolidated statements of members’ equity, and consolidated statements of cash flows for each and notes to consolidated financial statements (together with any supplementary information thereto) of the three Target Companies as of and for the years in the period ended December 31, 2013 2020 and balance sheets as of December 31, 2013 and 2012 for WPZ, including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 2021 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Annual Company Financial Statements”), have been provided to Purchaser. Copies of the unaudited balance sheet, statement of operations, and statement of cash flows of each Target Company as of and for the five (5)-month period ended on May 31, 2022 (such date, the “Reference Balance Sheet Date”) (such financial statements, the “Interim Company Financial Statements,” and, together with the Annual Company Financial Statements, the “Company Financial Statements”) have been provided to Purchaser. The WPZ Company Financial Statements have been prepared in accordance with GAAP applied are based on a consistent basis throughout the periods covered thereby (except as may be indicated in books and records of the notes thereto) Target Companies, which books and present fairly records are complete and correct in all material respects and have been regularly kept and maintained in accordance with the Company’s normal and customary practices. The Company Financial Statements present fairly, in all material respects, the consolidated financial position of WPZ the Target Companies as of such the dates thereof and the consolidated results of operations and cash flows of WPZ the Target Companies for the periods covered by such periodsstatements, in accordance with GAAP consistently applied through the periods covered thereby, except as otherwise noted therein and subjectdisclosed therein, and, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Interim Company Financial Statements, there are no offexcept for year-balance sheet arrangements that wouldend adjustments, individually or in tax accruals, and the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that omission of footnote disclosures required disclosure in the WPZ SEC Reportsby GAAP.

Financial Statements; Undisclosed Liabilities. (a) WPZParent’s Current Annual Report on Form 820-K F filed with the SEC on May 19April 5, 2014 2018 (the “WPZ 8Parent 20-KF”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, cash flows and changes in equity, and cash flows equity for each of the three years in the period ended December 31, 2013 2017, December 31, 2016 and December 31, 2015 and consolidated audited balance sheets as of December 31, 2013 2017 and 2012 as of December 31, 2016 for WPZParent, including the notes thereto, thereto and the Quarterly Parent’s Report on Form 106-Q K (“Latest Parent Quarter 6-K”) filed by WPZ with the SEC on July 31August 23, 2014 (the “WPZ Q2 10-Q”) 2018 sets forth a true and complete correct copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30operations, 2014, cash flows and changes in equity for the six month period periods ended June 30, 2014, 2018 and cash flows for the six month period ended June 30, 2014 2017 and consolidated unaudited balance sheet as of June 30, 2014 2018 for WPZParent, including the notes thereto (the referenced financial statements set forth in both the WPZ 8Parent 20-F and the Latest Parent Quarter 6-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Parent Financial Statements”). The WPZ Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ Parent as of such dates indicated therein and the consolidated results of operations and cash flows of WPZ Parent for such periodsthe periods indicated therein, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Parent Material Adverse Effect. WPZ Parent has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ NAP SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZParent’s Current Annual Report on Form 810-K filed with the SEC on May 19February 28, 2014 (the “WPZ 8-K”) 2017 sets forth a true and complete copy of the consolidated audited statements of income, comprehensive income, changes in equity, equity and cash flows for each of the three years in the period ended December 31, 2013 2016 and balance sheets as of December 31, 2013 2016 and 2012 2015 for WPZParent, including the notes thereto, and the Parent’s Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31August 7, 2014 (the “WPZ Q2 10-Q”) 2017 sets forth a true and complete copy of the consolidated unaudited statements of income, comprehensive income for the six month period ended June 30, 2014income, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 2017 and balance sheet as of June 30, 2014 2017 for WPZ, including the notes thereto Parent (the referenced financial statements set forth in both the WPZ 8such Form 10-K and the WPZ Q2 Form 10-Q of Parent are collectively referred to as the “WPZ Parent Financial Statements”). The WPZ Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ Parent as of such dates and the consolidated results of operations income and cash flows of WPZ Parent for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingaudited financial statements. Except as set forth in the WPZ Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Parent Material Adverse Effect. WPZ Parent has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ Parent SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZParent’s Current Annual Report on Form 810-K filed with the SEC on May 19February 26, 2014 2016 (the “WPZ 8Parent 10-K”) sets forth a true and complete copy of the consolidated audited statements of operations and comprehensive income, changes in equity, owner’s equity and cash flows for each of the three years in the period ended December 31, 2013 2015 and balance sheets as of December 31, 2013 2015 and 2012 2014 for WPZParent, including the notes thereto, and the Parent’s Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31May 6, 2014 2016 (the “WPZ Q2 Parent 10-Q”) sets forth a true and complete copy of the unaudited condensed consolidated unaudited statements of operations and comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, (loss) and cash flows for each of the six three month period ended June 30periods ending March 31, 2014 2016 and March 31, 2015 and unaudited condensed consolidated balance sheet as of June 30March 31, 2014 2016 for WPZParent, including the notes thereto (the referenced financial statements set forth in both the WPZ 8Parent 10-K and in the WPZ Q2 Parent 10-Q are collectively referred to as the “WPZ Parent Financial Statements”). The WPZ Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ Parent as of such dates and the consolidated results of operations and comprehensive income and cash flows of WPZ Parent for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Parent Material Adverse Effect. WPZ Parent has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ Parent SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZParent’s Current Annual Report on Form 820-K F filed with the SEC on May 19April 1, 2014 2020 (the “WPZ 8Parent 20-KF”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, cash flows and changes in equity, and cash flows equity for each of the three years in the period ended December 31, 2013 2019, December 31, 2018 and December 31, 2017 and consolidated audited balance sheets as of December 31, 2013 2019 and 2012 as of December 31, 2018 for WPZParent, including the notes thereto, and the Quarterly Parent’s Report on Form 106-Q K (“Latest Parent Quarter 6-K”) filed by WPZ with the SEC on July 31November 18, 2014 (the “WPZ Q2 10-Q”) 2020 sets forth a true and complete correct copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30operations, 2014, cash flows and changes in equity for the six nine month period periods ended June September 30, 2014, 2020 and cash flows for the six month period ended June September 30, 2014 2019 and consolidated unaudited balance sheet as of June September 30, 2014 2020 for WPZParent, including the notes thereto (the referenced financial statements set forth in both the WPZ 8Parent 20-F and the Latest Parent Quarter 6-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Parent Financial Statements”). The WPZ Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ Parent as of such dates indicated therein and the consolidated results of operations and cash flows of WPZ Parent for such periodsthe periods indicated therein, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ Parent Financial Statements, there are no off-balance off‑balance sheet arrangements that would, individually or in the aggregate, have a WPZ Parent Material Adverse Effect. WPZ Parent has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ NMCI SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZNMCI’s Current Annual Report on Form 820-K F filed with the SEC on May 19March 18, 2014 2020 (the “WPZ 8NMCI 20-KF”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, cash flows and changes in equity, and cash flows partners’ capital for each of the three years in the period ended December 31, 2013 2019, December 31, 2018 and December 31, 2017 (for the period from NMCI’s inception on April 28, 2017 through December 31, 2017) and consolidated audited balance sheets as of December 31, 2013 2019 and 2012 as of December 31, 2018 for WPZNMCI, including the notes thereto, and the Quarterly NMCI’s Report on Form 106-Q K (“Latest NMCI Quarter 6-K”) filed by WPZ with the SEC on July 31November 12, 2014 (the “WPZ Q2 10-Q”) 2020 sets forth a true and complete correct copy of the consolidated unaudited statements of comprehensive income operations, cash flows and changes in partners’ capital for the six nine month period periods ended June September 30, 2014, changes in equity for the six month period ended June 2020 and September 30, 2014, 2019 and cash flows for the six month period ended June 30, 2014 and consolidated unaudited balance sheet as of June September 30, 2014 2020 for WPZNMCI, including the notes thereto (the referenced financial statements set forth in both the WPZ 8NMCI 20-F and the Latest NMCI Quarter 6-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ NMCI Financial Statements”). The WPZ NMCI Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ NMCI as of such the dates indicated therein and the consolidated results of operations and cash flows of WPZ NMCI for such periodsthe periods indicated therein, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ NMCI Financial Statements, there are no off-balance off‑balance sheet arrangements that would, individually or in the aggregate, have a WPZ an NMCI Material Adverse Effect. WPZ NMCI has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ NMCI SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZMLP’s Current Annual Report on Form 810-K filed with the SEC on May 19February 27, 2014 (the “WPZ 8-K”) 2017 sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, changes in equity, partners’ equity and cash flows for each of the three years in the period ended December 31, 2013 2016 and balance sheets as of December 31, 2013 2016 and 2012 2015 for WPZMLP, including the notes thereto, and the MLP’s Quarterly Report on Form 10-Q filed by WPZ MLP with the SEC on July 31August 2, 2014 (the “WPZ Q2 10-Q”) 2017 sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30operations, 2014, changes in partners’ equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 2017 and balance sheet as of June 30, 2014 2017 for WPZ, including the notes thereto MLP (the referenced financial statements set forth in both the WPZ 8such Form 10-K and the WPZ Q2 Form 10-Q of MLP are collectively referred to as the “WPZ MLP Financial Statements”). The WPZ MLP Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ MLP as of such dates and the consolidated results of operations and cash flows of WPZ MLP for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingaudited financial statements. Except as set forth in the WPZ MLP Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ an MLP Material Adverse Effect. WPZ MLP has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ MLP SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZRRMS’s Current Annual Report on Form 810-K filed with the SEC on May 19February 26, 2014 2016 (the “WPZ 8RRMS 10-K”) sets forth a true and complete copy of the consolidated audited statements of comprehensive income, changes in equity, equity and cash flows for each of the three years in the period ended December 31, 2013 2015 and consolidated balance sheets as of December 31, 2013 2015 and 2012 2014 for WPZRRMS, including the notes thereto, and the RRMS’s Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31May 6, 2014 2016 (the “WPZ Q2 RRMS 10-Q”) sets forth a true and complete copy of the unaudited condensed consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for each of the six three month period ended June 30periods ending March 31, 2014 2016 and March 31, 2015 and unaudited condensed consolidated balance sheet as of June 30March 31, 2014 2016 for WPZRRMS, including the notes thereto (the referenced financial statements set forth in both the WPZ 8RRMS 10-K and in the WPZ Q2 RRMS 10-Q are collectively referred to as the “WPZ RRMS Financial Statements”). The WPZ RRMS Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ RRMS as of such dates and the consolidated results statements of operations income and cash flows of WPZ RRMS for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ RRMS Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect. WPZ RRMS has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ RRMS SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZQEPM’s Current Annual Report on Form 8-K 10‑K filed with the SEC on May 19March 10, 2014 2015 (the “WPZ 8-KQEPM 10‑K”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, changes in equity, partners’ capital and cash flows for each of the three years in the period ended December 31, 2013 2014 and balance sheets as of December 31, 2013 and 2012 for WPZ, including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 2013 for WPZQEPM, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q QEPM 10‑K are collectively referred to as the “WPZ QEPM Financial Statements”). The WPZ QEPM Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position condition of WPZ QEPM as of such dates and the consolidated results of operations and cash flows of WPZ QEPM for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ QEPM Financial Statements, there are no “off-balance sheet arrangements that wouldarrangements” (as defined in Item 303(a) of Regulation S-K of the Exchange Act), individually where the purpose of such arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, QEPM in the aggregate, have a WPZ Material Adverse EffectQEPM Financial Statements or any QEPM SEC Report. WPZ QEPM has not had any disagreement with its independent public accounting firm that required requiring disclosure in the WPZ QEPM SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth The Company has made available to ARYA a true and complete copy of (i) the audited consolidated audited statements of comprehensive income, changes in equity, and cash flows for each balance sheets of the three years in the period ended December 31, 2013 and balance sheets Group Companies as of December 31, 2013 2018 and 2012 December 31, 2019 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for WPZeach of the periods then ended and (ii) the unaudited consolidated balance sheets of the Group Companies as of March 31, 2019 and March 31, 2020 (the “Latest Balance Sheet”) and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for each of the three-month periods then ended (clauses (i) and (ii), collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Financial Statements (including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 ) (the “WPZ Q2 10-Q”A) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Financial Statements”). The WPZ Financial Statements have been was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby indicated (except as may be indicated in the notes thereto), (B) and present fairly presents, in all material respects respects, the consolidated financial position of WPZ as of such dates and the consolidated position, results of operations and cash flows of WPZ the Group Companies as at the date thereof and for such periodsthe period indicated therein, except as otherwise specifically noted therein and subjecttherein, (C) in the case of the unaudited financial statementsFinancial Statements described in clause (i) of the preceding sentence, to normal were audited in accordance with the standards of the PCAOB and recurring adjustments contain an unqualified report of the Company’s auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the absence Securities Act in effect as of certain notes that are included in an annual filing. Except the respective dates thereof (including Regulation S-X or Regulation S-K, as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reportsapplicable).

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with ANI has previously delivered to the SEC on May 19Company true, 2014 correct and complete copies of the following financial statements and notes (collectively, the “WPZ 8-KANI Financial Statements”): (i) sets forth a true and complete copy the audited balance sheet of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets ANI as of December 31, 2013 2011 and the unaudited balance sheet of ANI as of December 31, 2012 (the December 31, 2012 balance sheet being referred to herein as the “ANI Balance Sheet”) and the related audited statement of operations, statement of changes in redeemable convertible preferred stock and stockholders’ deficit and statement of cash flows of ANI for WPZthe year ended December 31, including 2011, together with the notes thereto and the unqualified report and opinion of Xxxxx, Xxxxxx & Xxxxxxx, P.A., relating thereto, and the Quarterly Report on Form 10-Q filed by WPZ with unaudited statement of operations, statement of changes in redeemable convertible preferred stock and stockholders’ deficit and statement of cash flows of ANI for the SEC on July year ended December 31, 2014 2012; and (ii) the unaudited balance sheet of ANI as of [February 28, 2013] (the “WPZ Q2 10-QANI Unaudited Interim Balance Sheet”) sets forth a true and the related unaudited statement of operations, statement of stockholders’ equity and statement of cash flows of ANI for the two (2) months then ended. The ANI Financial Statements are accurate and complete copy in all material respects and fairly present the financial position of ANI as of the consolidated unaudited statements respective dates thereof and the results of comprehensive income for the six month period ended June 30, 2014operations, changes in stockholders’ equity for the six month period ended June 30, 2014, and cash flows of ANI for the six month period ended June 30, 2014 and balance sheet periods covered thereby. Except as of June 30, 2014 for WPZ, including may be indicated in the notes thereto (to the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ ANI Financial Statements”). The WPZ , the ANI Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby (except as may be indicated that the financial statements referred to in the notes theretoSection 3.4(a)(ii) do not contain footnotes and present fairly in all material respects the consolidated financial position of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, are subject to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial Statementsyear-end audit adjustments, there are no off-balance sheet arrangements that wouldwhich will not, individually or in the aggregate, have a WPZ Material Adverse Effectbe material). WPZ has not had any disagreement ANI will deliver the audited balance sheet of ANI as of December 31, 2012 and the related audited statement of operations, statement of changes in redeemable convertible preferred stock and stockholders’ deficit and statement of cash flows of ANI for the year ended December 31, 2012, together with its independent public accounting firm that required disclosure the notes thereto and the unqualified report and opinion of EisnerAmper LLP no later than seven (7) Business Days after the date hereof, which financial statements shall be the same in all material respects as the WPZ SEC Reportsunaudited balance sheet and related statement of operations, statement of changes in redeemable convertible preferred stock and stockholders’ deficit and statement of cash flows for the year ended December 31, 2012 previously delivered to the Company.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s The Current Report on Form 8-K filed by WPZ with the SEC on May 1912, 2014 2010 (the “WPZ May 12, 2010 8-K”) sets forth a true and complete copy of the consolidated audited statements of income (loss), comprehensive income, changes in income (loss) and partners’ equity, and statements of cash flows flow for each of the three fiscal years in the period ended December 31, 2013 2007, 2008 and 2009 and balance sheets as of December 31, 2013 2008 and 2012 2009 for WPZ, including the notes thereto, which in each case have been retrospectively adjusted to reflect the consolidation of the historical results of the entities contributed to WPZ in connection with the Contribution Agreement, dated January 15, 2010, among Xxxxxxxx, WPZ and certain of their Affiliates throughout the periods presented, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31May 5, 2014 2010 (the “WPZ Q2 First Quarter 2010 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of income (loss), comprehensive income (loss) and partners’ equity, and statements of cash flow for the six three month period periods ended June 30March 31, 2014, changes in equity for the six month period ended June 30, 2014, 2010 and cash flows for the six month period ended June 30, 2014 2009 and balance sheet sheets as of June 30December 31, 2014 2009 and March 31, 2010 for WPZ, including the notes thereto thereto, (the referenced financial statements set forth in both the WPZ May 12, 2010 8-K and the WPZ Q2 First Quarter 2010 10-Q are collectively referred to as the “WPZ Financial Statements”). The WPZ Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position condition of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial StatementsMay 12, 2010 8-K and the First Quarter 2010 10-Q, there are no off-balance sheet arrangements that would, individually have or in the aggregate, are reasonably likely to have a WPZ Material Adverse Effect. WPZ None of WPZ, NWP or Transco has not had any disagreement with its respective independent public accounting firm that required requiring disclosure in the WPZ SEC Reports.

Financial Statements; Undisclosed Liabilities. Other Documents. (a) WPZ’s Current Report on Form 8-K filed with For purposes of this Agreement, "Periscope --------------- Financial Statements" shall mean (x) the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a true and complete copy of the consolidated audited financial statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets Periscope as of December 31, 2013 1997 and 2012 for WPZDecember 31, 1996 and the fiscal years then ended (including the all notes thereto), consisting of the balance sheets at such dates and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited related statements of comprehensive income for the six month period ended June 30income, 2014, changes in stockholders' equity for the six month period ended June 30, 2014, and cash flows for the six month period years then ended June (the "Periscope Audited Financial Statements"), and (y) the unaudited financial statements of Periscope as of September 30, 2014 1998 and balance sheet as of June September 30, 2014 1997 (including all notes thereto), consisting of the balance sheets at such dates and the results of operations for WPZ, including the notes thereto nine months then ended (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ "Periscope Interim Financial Statements”"). The WPZ Periscope Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto) and ), present fairly in all material respects the consolidated financial position of WPZ Periscope as of such at the dates thereof and the consolidated results of operations operations, stockholders' equity and cash flows of WPZ Periscope for such periods, except as otherwise noted therein and the periods covered thereby (subject, in the case of the any unaudited interim financial statements, to normal year-end adjustments), and recurring adjustments are substantially in accordance with the financial books and records of Periscope. The Periscope Interim Financial Statements are in accordance with the books and records of Periscope and have been prepared on a consistent basis with those of prior years. The Periscope Interim Financial Statements present fairly in all material respects Periscope's financial position as of the dates of the Periscope Interim Financial Statements and the absence results of certain notes that are included in an annual filing. Except as set forth in operations for the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reportsperiods covered by these statements.

Financial Statements; Undisclosed Liabilities. (a) WPZBNL’s Current Annual Report on Form 810-K filed with the SEC on May 19March 14, 2014 2019 (the “WPZ 8BNL 10-K”) sets forth a true and complete copy of the consolidated audited balance sheets of BNL and its Subsidiaries as of December 31, 2018 and December 31, 2017, and the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets as of December 31, 2013 and 2012 for WPZ2018, including the notes thereto, and the Quarterly BNL’s Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 Latest BNL Quarter 10-Q”) filed with the SEC on August 7, 2019 sets forth a true and complete correct copy of the consolidated unaudited balance sheets of BNL and its Subsidiaries as of June 30, 2019, and the related consolidated statements of income and comprehensive income income, stockholders’ equity, and cash flows for the six six-month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ2019, including the notes thereto (the referenced financial statements set forth in both the WPZ 8BNL 10-K and the WPZ Q2 Latest BNL Quarter 10-Q are collectively referred to as the “WPZ BNL Financial Statements”). The WPZ BNL Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ BNL as of such dates indicated therein and the consolidated results of operations and cash flows of WPZ BNL for such periodsthe periods indicated therein, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ BNL Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ BNL Material Adverse Effect. WPZ BNL has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ BNL SEC Reports.

Financial Statements; Undisclosed Liabilities. (ai) WPZ’s Current Report on Form 8-K filed with Attached hereto as Schedule 4(f)(i) are the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a true and complete copy following financial statements of the Seller: (A) the compiled, unaudited consolidated audited balance sheet and statements of comprehensive income, income and changes in equity, stockholders’ equity as of and cash flows for each of the three fiscal years in the period ended December 31, 2013 2019 and balance sheets as of December 31, 2013 2020 (collectively, the “Year-End Financial Statements”); and 2012 (B) the unaudited consolidated balance sheet and statements of income and changes in stockholders’ equity as of and for WPZthe eleven (11)-month period ended November 30, including 2021 (such date, the notes thereto“Most Recent Balance Sheet Date”, such balance sheet, the “Most Recent Balance Sheet”, and such balance sheet and statements of income and changes in stockholders’ equity, collectively, the Quarterly Report on Form 10-Q filed by WPZ “Most Recent Financial Statements” and, together with the SEC on July 31Year-End Financial Statements, 2014 (collectively, the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Financial Statements”). The WPZ Financial Statements (including the notes thereto, as applicable) are complete and correct in all material respects, have been prepared in accordance, and are consistent, with the books and records of the Seller (which books and records are complete and correct in all material respects), and fairly and accurately present in all material respects the financial condition, results of operations, and changes in financial position of the Seller as of such dates and for such periods, in each case in accordance with GAAP generally accepted accounting principles as in effect in the United States (as in effect as of the dates such Financial Statements were prepared, applied on a consistent basis throughout the periods covered thereby (except as may be indicated in Financial Statements), provided that the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, Most Recent Financial Statements are subject to normal and recurring year-end adjustments and the absence lack footnotes (none of certain notes that which adjustments or footnotes are included in an annual filing. Except as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or would be material in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports) and other presentation items.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with ANI has previously delivered to the SEC on May 19Company true, 2014 correct and complete copies of the following financial statements and notes (collectively, the “WPZ 8-KANI Financial Statements”): (i) sets forth a true and complete copy of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets of ANI as of December 31, 2013 2010 and 2012 2011 (the December 31, 2011 balance sheet being referred to herein as the “ANI Audited Balance Sheet”) and the related audited statements of operations, statements of stockholders’ equity and statements of cash flows of ANI for WPZthe two years ended December 31, including 2011, together with the notes thereto, thereto and the Quarterly Report on Form 10-Q filed by WPZ with unqualified reports and opinions of Xxxxx, Xxxxxx & Xxxxxxx, P.A., relating thereto; and (ii) the SEC on July unaudited balance sheet of ANI as of August 31, 2014 2012 (the “WPZ Q2 10-QANI Unaudited Interim Balance Sheet”) sets forth a true and the related unaudited statement of operations, statement of stockholders’ equity and statement of cash flows of ANI for the eight (8) months then ended. The ANI Financial Statements are accurate and complete copy in all material respects and fairly present the financial position of ANI as of the consolidated unaudited statements respective dates thereof and the results of comprehensive income for the six month period ended June 30, 2014operations, changes in stockholders’ equity for the six month period ended June 30, 2014, and cash flows of ANI for the six month period ended June 30, 2014 and balance sheet periods covered thereby. Except as of June 30, 2014 for WPZ, including may be indicated in the notes thereto (to the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ ANI Financial Statements”). The WPZ , the ANI Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby (except as may be indicated that the financial statements referred to in the notes theretoSection 3.4(a)(ii) do not contain footnotes and present fairly in all material respects the consolidated financial position of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, are subject to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial Statementsyear-end audit adjustments, there are no off-balance sheet arrangements that wouldwhich will not, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reportsbe material).

Financial Statements; Undisclosed Liabilities. (a) WPZComplete copies of Target’s Current Report on Form 8-K filed with consolidated audited financial statements consisting of the SEC on May 19consolidated balance sheet of Target and the Target Subsidiaries as at December 31 in each of the years 2016, 2014 2017 and 2018, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “WPZ 8-K”) sets forth a true and complete copy of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets as of December 31, 2013 and 2012 for WPZ, including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Audited Financial Statements”), and unaudited financial statements consisting of the consolidated balance sheet of Target and the Target Subsidiaries as at June 30, 2019 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the six-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered to Parent. The WPZ Financial Statements have been prepared in accordance with GAAP GAAP, applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periodsperiod involved, except as otherwise noted therein and subject, in the case of the unaudited financial statementsInterim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of certain notes that are included in an annual filing. Except as set forth (that, if presented, would not differ materially from those presented in the WPZ Audited Financial Statements). The Financial Statements are based on the books and records of Target and the Target Subsidiaries, there are no off-and fairly present, in all material respects, the financial condition of Target and the Target Subsidiaries as of the respective dates they were prepared and the results of the operations of Target and the Target Subsidiaries for the periods indicated. The consolidated balance sheet arrangements that wouldof Target and the Target Subsidiaries as of December 31, 2018 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date,” and the consolidated balance sheet of Target and the Target Subsidiaries as of June 30, 2019 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Target maintains a standard system of accounting established and administered in accordance with GAAP. Target, and each Target Subsidiary, has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date and in the Interim Balance Sheet as of the Interim Balance Sheet Date, and (b) those which have been incurred in the Ordinary Course of Business consistent with past practice since the Balance Sheet Date or the Interim Balance Sheet Date, as applicable, and which are not, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure material in amount and (c) the WPZ SEC ReportsPre-Closing Dividend Financing to be obtained, and the Pre-Closing Dividend to be paid, prior to the Closing.

Financial Statements; Undisclosed Liabilities. (a1. Attached hereto as Schedule 4(f)(i) WPZ’s Current Report on Form 8-K filed with are the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a true and complete copy following financial statements of the Seller: (A) the compiled, unaudited consolidated audited balance sheet and statements of comprehensive income, income and changes in equity, stockholders’ equity as of and cash flows for each of the three fiscal years in the period ended December 31, 2013 2019 and balance sheets as of December 31, 2013 2020 (collectively, the “Year-End Financial Statements”); and 2012 (B) the unaudited consolidated balance sheet and statements of income and changes in stockholders’ equity as of and for WPZthe eleven (11)-month period ended November 30, including 2021 (such date, the notes thereto“Most Recent Balance Sheet Date”, such balance sheet, the “Most Recent Balance Sheet”, and such balance sheet and statements of income and changes in stockholders’ equity, collectively, the Quarterly Report on Form 10-Q filed by WPZ “Most Recent Financial Statements” and, together with the SEC on July 31Year-End Financial Statements, 2014 (collectively, the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Financial Statements”). The WPZ Financial Statements (including the notes thereto, as applicable) are complete and correct in all material respects, have been prepared in accordance, and are consistent, with the books and records of the Seller (which books and records are complete and correct in all material respects), and fairly and accurately present in all material respects the financial condition, results of operations, and changes in financial position of the Seller as of such dates and for such periods, in each case in accordance with GAAP generally accepted accounting principles as in effect in the United States (as in effect as of the dates such Financial Statements were prepared, applied on a consistent basis throughout the periods covered thereby (except as may be indicated in Financial Statements), provided that the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, Most Recent Financial Statements are subject to normal and recurring year-end adjustments and the absence lack footnotes (none of certain notes that which adjustments or footnotes are included in an annual filing. Except as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or would be material in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports) and other presentation items.

Financial Statements; Undisclosed Liabilities. Other Documents. (a) WPZ’s Current Report on Form 8-K filed with For purposes of this Agreement, "SRS --------------- Financial Statements" shall mean (x) the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a true and complete copy of the audited consolidated audited financial statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets SRS as of December 31, 2013 and 2012 for WPZ, including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended 1995 and June 30, 20141994 and the fiscal years then ended (including all notes thereto), consisting of the balance sheets at such dates and the related statements of income, stockholders' equity and cash flows for the six month period years then ended June 30(the "SRS Audited consolidated Financial Statements"), 2014 and balance sheet (y) the unaudited consolidated financial statements of SRS as of June 30February 29, 2014 1996 and February 28, 1995 (including all notes thereto), consisting of the balance sheets at such dates and the results of operations for WPZ, including the notes thereto eight months then ended (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ "SRS Interim Financial Statements”"). The WPZ Audited SRS Financial Statements have been prepared in accordance with U.S. GAAP consistently applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto) and ), present fairly in all material respects the consolidated financial position of WPZ SRS as of such at the dates thereof and the consolidated results of operations operations, stockholders' equity and cash flows of WPZ SRS for such periods, except as otherwise noted therein and the periods covered thereby (subject, in the case of the any unaudited interim financial statements, to normal year-end adjustments), and recurring adjustments are substantially in accordance with the financial books and records of SRS. The SRS Interim Financial Statements are in accordance with the books and records of SRS and have been prepared on a consistent basis with those of prior years. Except for the absence of certain notes that are included in an annual filing. Except adequate disclosure, relating to the absence of footnotes, and stockholders' equity and cash flow statements, the SRS Interim Financial Statements present fairly SRS' financial position as set forth in of the WPZ dates of the SRS Interim Financial Statements, there are no off-balance sheet arrangements that would, individually or in Statements and the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in results of operations for the WPZ SEC Reportsperiods covered by these statements.

Financial Statements; Undisclosed Liabilities. (a) WPZParent’s Current Annual Report on Form 820-K F filed with the SEC on May 19April 1, 2014 2020 (the “WPZ 8Parent 20-KF”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, cash flows and changes in equity, and cash flows equity for each of the three years in the period ended December 31, 2013 2019, December 31, 2018 and December 31, 2017 and consolidated audited balance sheets as of December 31, 2013 2019 and 2012 as of December 31, 2018 for WPZParent, including the notes thereto, and the Quarterly Parent’s Report on Form 106-Q K (“Latest Parent Quarter 6-K”) filed by WPZ with the SEC on July 31November 18, 2014 (the “WPZ Q2 10-Q”) 2020 sets forth a true and complete correct copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30operations, 2014, cash flows and changes in equity for the six nine month period periods ended June September 30, 2014, 2020 and cash flows for the six month period ended June September 30, 2014 2019 and consolidated unaudited balance sheet as of June September 30, 2014 2020 for WPZParent, including the notes thereto (the referenced financial statements set forth in both the WPZ 8Parent 20-F and the Latest Parent Quarter 6-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Parent Financial Statements”). The WPZ Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ Parent as of such dates indicated therein and the consolidated results of operations and cash flows of WPZ Parent for such periodsthe periods indicated therein, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Parent Material Adverse Effect. WPZ Parent has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ NMCI SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZParent’s Current Annual Report on Form 820-K F for the year ended December 31, 2020 filed with the SEC on May 19March 31, 2014 2021 (the “WPZ 8Parent 20-KF”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, cash flows and changes in equity, and cash flows equity for each of the three years in the period ended December 31, 2013 2020, December 31, 2019 and December 31, 2018 and consolidated audited balance sheets as of December 31, 2013 2020 and 2012 as of December 31, 2019 for WPZParent, including the notes thereto, and the Quarterly Parent’s Report on Form 106-Q K (“Latest Parent Quarter 6-K”) filed by WPZ with the SEC on July 31May 18, 2014 (the “WPZ Q2 10-Q”) 2021 sets forth a true and complete correct copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30operations, 2014, cash flows and changes in equity for the six three month period periods ended June 30March 31, 20142021 and March 31, 2021 and cash flows for the six month period ended June 30, 2014 and consolidated unaudited balance sheet as of June 30March 31, 2014 2021 for WPZParent, including the notes thereto (the referenced financial statements set forth in both the WPZ 8Parent 20-F and the Latest Parent Quarter 6-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Parent Financial Statements”). The WPZ Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ Parent as of such dates indicated therein and the consolidated results of operations and cash flows of WPZ Parent for such periodsthe periods indicated therein, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ Parent Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Parent Material Adverse Effect. WPZ Parent has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ NNA SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with The Company has delivered to Parent true, correct and complete copies of (i) the SEC on May 19unaudited balance sheet, 2014 as of April 30, 2004 of the Company (the “WPZ 8-K”"Latest Balance Sheet") sets forth a true and complete copy the unaudited statements of income, stockholders' equity and cash flows of the consolidated Company for the seven-month period ended April 30, 2004 (such statements of income, stockholders' equity and cash flows and the Latest Balance Sheet being herein referred to as the "Latest Financial Statements") and (ii) the audited balance sheet, as of September 30, 2001, 2002 and 2003 of the Company and the audited statements of comprehensive income, changes in equity, stockholders' equity and cash flows of the Company for each of the three years in ended September 30, 2001, 2002 and 2003 (collectively, the period ended December 31"Annual Financial Statements"). The Latest Financial Statements, 2013 and balance sheets as of December 31, 2013 and 2012 for WPZ, including the notes theretoAnnual Financial Statements are, and the Quarterly Report on Form 10-Q filed by WPZ with Estimated Closing Balance Sheet will be, based upon the SEC on July 31, 2014 (information contained in the “WPZ Q2 10-Q”) sets forth a true books and complete copy records of the consolidated unaudited statements Company and fairly and accurately present the financial condition of comprehensive income the Company as of the dates thereof and results of operations for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively periods referred to as the “WPZ Financial Statements”)therein. The WPZ Annual Financial Statements have been prepared in accordance with GAAP, consistently applied. Except as described in Section 2.6 of the Disclosure Schedule, the Latest Financial Statements have been, and the Estimated Closing Balance Sheet will be, prepared in accordance with GAAP applied on applicable to unaudited interim financial statements (and thus may not contain all notes and may not contain prior period comparative data which are required for compliance with GAAP), consistently with the Annual Financial Statements, and reflect all adjustments necessary to a consistent basis throughout fair and accurate statement of the financial condition and results of operations for the interim periods covered thereby (except as may be indicated in presented. The Company's internal controls and procedures are sufficient to ensure that the notes thereto) Latest Financial Statements, the Annual Financial Statements are, and present fairly the Estimated Closing Balance Sheet will be, accurate in all material respects the consolidated financial position of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periods, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reportsrespects.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a true and complete copy Section 6.7 of the Merger Partner Disclosure Schedule sets forth: (i) the audited consolidated audited statements of operations, comprehensive (loss) income, changes in equity, equity and cash flows of Merger Partner OpCo (together with its Subsidiaries) for each the years ended September 30, 2022 and October 1, 2021 and the audited consolidated balance sheet of the three years in the period ended December 31, 2013 and balance sheets Merger Partner OpCo (together with its Subsidiaries) as of December 31September 30, 2013 and 2012 for WPZ2022, including (ii) the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the unaudited interim consolidated unaudited statements of comprehensive income operations and cash flows of Merger Partner OpCo (together with its Subsidiaries) for the six month period nine (9) months ended June 30, 2014, changes in equity for 2023 and the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and unaudited consolidated balance sheet of Merger Partner OpCo (together with its Subsidiaries) as of June 30, 2014 for WPZ2023 and (iii) the unaudited consolidated balance sheet of Merger Partner OpCo (together with its Subsidiaries) as of September 29, including the notes thereto 2023 (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as collectively, the “WPZ Merger Partner Financial Statements”). The WPZ Merger Partner Financial Statements have been (x) were derived from the Books and Records of Merger Partner and the Merger Partner Subsidiaries and were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects consistently applied throughout the consolidated financial position of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periodsperiods involved, except as otherwise noted therein and subject(y) present fairly, in all material respects, the consolidated financial position and the consolidated results of operations of Merger Partner OpCo (together with its Subsidiaries) as of the respective dates thereof or the periods then ended, in each case except as may be noted therein and, in the case of the unaudited financial interim statements, subject to normal and recurring year-end adjustments and the absence of certain notes footnote disclosures; provided that the Merger Partner Financial Statements are included in an annual filing. Except as set forth not necessarily indicative of what the results of operations, financial position and cash flows of Merger Partner will be in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reportsfuture.

Financial Statements; Undisclosed Liabilities. (a) WPZNMCI’s Current Annual Report on Form 820-K F filed with the SEC on May 19March 18, 2014 2020 (the “WPZ 8NMCI 20-KF”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, cash flows and changes in equity, and cash flows partners’ capital for each of the three years in the period ended December 31, 2013 2019, December 31, 2018 and December 31, 2017 (for the period from NMCI’s inception on April 28, 2017 through December 31, 2017) and consolidated audited balance sheets as of December 31, 2013 2019 and 2012 as of December 31, 2018 for WPZNMCI, including the notes thereto, and the Quarterly NMCI’s Report on Form 106-Q K (“Latest NMCI Quarter 6-K”) filed by WPZ with the SEC on July 31November 12, 2014 (the “WPZ Q2 10-Q”) 2020 sets forth a true and complete correct copy of the consolidated unaudited statements of comprehensive income operations, cash flows and changes in partners’ capital for the six nine month period periods ended June September 30, 2014, changes in equity for the six month period ended June 2020 and September 30, 2014, 2019 and cash flows for the six month period ended June 30, 2014 and consolidated unaudited balance sheet as of June September 30, 2014 2020 for WPZNMCI, including the notes thereto (the referenced financial statements set forth in both the WPZ 8NMCI 20-F and the Latest NMCI Quarter 6-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ NMCI Financial Statements”). The WPZ NMCI Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ NMCI as of such the dates indicated therein and the consolidated results of operations and cash flows of WPZ NMCI for such periodsthe periods indicated therein, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ NMCI Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ an NMCI Material Adverse Effect. WPZ NMCI has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ NMCI SEC Reports.

Financial Statements; Undisclosed Liabilities. (ad) WPZ’s Current Report on Form 8-K filed with Attached to Section 3.7(a) of the SEC on May 19Company Disclosure Schedule are the true and complete copies of the (i) unaudited annual financial statements consisting of (A) the unaudited annual balance sheets of the Company as of December 31, 2014 2013 (the “WPZ 8-KMost Recent Annual Financial Statements Date”) sets forth a true and complete copy of December 31, 2012, and the consolidated audited related unaudited annual statements of comprehensive income, changes in equity, income and cash flows for each of the three fiscal years then ended (including in each case the period ended December 31notes or other supplementary information thereto) (collectively, 2013 the “Annual Financial Statements”) and (ii)(A) the unaudited balance sheets sheet of the Company (the “Balance Sheet”) as of December 31, 2013 and 2012 for WPZ, including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July October 31, 2014 (such date, the “WPZ Q2 10-QBalance Sheet Date”) sets forth a true and complete copy of (B) the related unaudited and consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six ten month period then ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both “Unaudited Financial Statements,” and together with the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as Annual Financial Statements, the “WPZ Financial Statements”). The WPZ All of the Financial Statements (x) have been prepared in accordance with GAAP applied by the Company on a consistent basis throughout the periods covered thereby (except as may provided, however, that the Unaudited Financial Statements are subject to normal and recurring year-end adjustments (which adjustments will not be indicated material individually or in the notes theretoaggregate)), (y) and fairly present fairly in all material respects the consolidated financial position condition of WPZ the Company as of such the respective dates therein indicated and the consolidated results of operations and cash flows of WPZ the Company for such periods, except as otherwise noted the respective periods therein specified and subject, (z) have been prepared from and are consistent and in accordance with the case books and records of the unaudited financial statementsCompany (which are in turn accurate and complete). The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company has never had, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial Statementsnor does it currently have, there are no off-any off balance sheet arrangements that wouldLiability of any nature to, individually or in the aggregateany financial interest in, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reportsthird party or entities.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with Section 3.5 of the SEC on May 19, 2014 (the “WPZ 8-K”) Disclosure Schedule sets forth a true and complete copy of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 and Company’s (i) unaudited balance sheets sheet as of December 3129, 2013 and 2012 for WPZ, including the notes thereto2007, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the consolidated unaudited related statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six twelve (12) month period ended June 30then ended, 2014 and (ii) unaudited balance sheet as of June 30January 3, 2014 2009 and the related statements of income and cash flows for WPZ, including the notes thereto twelve (12) month period then ended (the referenced financial statements set forth referred to in both clauses (i) and (ii) collectively, the WPZ 8“Year-K End Financials”), and (iii) unaudited balance sheet (the “Interim Balance Sheet”) as of October 3, 2009 (the “Balance Sheet Date”), and the WPZ Q2 10related unaudited statements of income and cash flows for the nine (9) month period then ended (the “Interim Financials”). The Year-Q are End Financials and the Interim Financials (collectively referred to as the “WPZ Financial Statements”). The WPZ Financial Statements ) have been “reviewed” by the Company’s independent auditors, have been prepared in accordance with GAAP (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP), consistently applied on a consistent basis throughout the periods covered thereby indicated and consistent with each other (except as may be indicated in the notes thereto) and ). The Financial Statements fairly present fairly in all material respects the consolidated Company’s financial position of WPZ as of such dates and the consolidated condition, results of operations and cash flows as of WPZ for such periodsthe dates and during the periods indicated therein, except as otherwise noted therein and subject, subject in the case of the unaudited financial statements, Interim Financials to normal and recurring adjustments and the absence of certain notes that year-end audit adjustments, which are included not expected to be material in an annual filing. Except as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reportsamount.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with Financial Statements. The Company has previously delivered to Parent or attached to Section 3.07(a) of the SEC on May 19Company Disclosure Schedule, 2014 are the following financial statements (collectively the “WPZ 8-KFinancial Statements”): (i) sets forth a true and complete copy of the Company’s consolidated audited balance sheet and statements of comprehensive incomeoperations, changes in equity, shareholders’ deficit and cash flows as of and for each of the three stated years in the period ended December 31, 2013 2004 and balance sheets as of December 31, 2013 and 2012 for WPZ, including (ii) the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the Company’s consolidated unaudited balance sheet and statements of comprehensive income for the six month period ended June 30, 2014operations, changes in equity for the six month period ended June 30, 2014, shareholders’ deficit and cash flows as of and for the six month period interim periods beginning January 1, 2005 and ended June September 30, 2014 and balance sheet as of June 2005 (collectively, the “Most Recent Financial Statements”) (the month ended September 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively 2005 is hereinafter referred to as the “WPZ Financial StatementsMost Recent Fiscal Month End”). The WPZ Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles (“GAAP”), applied on a consistent basis throughout the periods covered thereby involved (except to the extent required by changes in GAAP or as may be indicated in the notes thereto, if any) (hereinafter, “Consistently Applied”) and present fairly in all material respects the consolidated financial position of WPZ the Company and its Subsidiaries as of such the respective dates thereof and the consolidated results of operations for the periods indicated; provided, that, the Most Recent Financial Statements are subject to normal year-end audit adjustments (which are not material on a consolidated basis) and cash flows of WPZ omit footnotes and other presentation items which are required by GAAP. The Financial Statements reflect all adjustments necessary for such periods, except as otherwise noted therein and subject, in the case a fair presentation of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reportsinformation contained therein.

Financial Statements; Undisclosed Liabilities. (a) WPZNNA’s Current Annual Report on Form 820-K F for the year ended December 31, 2020 filed with the SEC on May 19April 28, 2014 2021 (the “WPZ 8NNA 20-KF”) sets forth a true and complete copy of the consolidated audited statements of comprehensive incomeoperations, cash flows and changes in equity, and cash flows partners’ capital for each of the three years in the period ended December 31, 2013 2020, December 31, 2019 and December 31, 2018 and consolidated audited balance sheets as of December 31, 2013 2020 and 2012 as of December 31, 2019 for WPZNNA, including the notes thereto, and the Quarterly NNA’s Report on Form 106-Q K (“Latest NNA Quarter 6-K”) filed by WPZ with the SEC on July 31June 14, 2014 (the “WPZ Q2 10-Q”) 2021 sets forth a true and complete correct copy of the consolidated unaudited statements of comprehensive income operations, cash flows and changes in partners’ capital for the six three month period periods ended June 30March 31, 20142021 and March 31, changes in equity for the six month period ended June 30, 2014, 2020 and cash flows for the six month period ended June 30, 2014 and consolidated unaudited balance sheet as of June 30March 31, 2014 2021 for WPZNNA, including the notes thereto (the referenced financial statements set forth in both the WPZ 8NNA 20-F and the Latest NNA Quarter 6-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ NNA Financial Statements”). The WPZ NNA Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ NNA as of such the dates indicated therein and the consolidated results of operations and cash flows of WPZ NNA for such periodsthe periods indicated therein, except as otherwise noted therein and subject, in the case of the unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filingtherein. Except as set forth in the WPZ NNA Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ an NNA Material Adverse Effect. WPZ NNA has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ NNA SEC Reports.

Financial Statements; Undisclosed Liabilities. (a) WPZThe unaudited financial statements of the Company Group set forth in Section 3.15(a) of the Disclosure Letter, as of and for the year ended December 31, 2017, as of and for the three months ended March 31, 2018 and as of and for the three months ended June 30, 2018 (the “Financial Statements”) (i) were derived from the books and records of GM PubCo and financial data used in the preparation of the audited consolidated financial statements of GM PubCo as of and for the year ended December 31, 2017 that were included in GM PubCo’s Current Annual Report on Form 810-K filed with for the SEC on May 19fiscal year ended December 31, 2014 2017 (the “WPZ 82017 Form 10-K”) sets forth a true and complete copy of the unaudited consolidated audited financial statements of comprehensive income, changes in equity, GM PubCo as of and cash flows for each of the three years in the period months (x) ended December March 31, 2013 and balance sheets as of December 31, 2013 and 2012 for WPZ, including the notes thereto, and the 2018 that were included in GM PubCo’s Quarterly Report on Form 10-Q filed by WPZ with for the SEC on July three months ended March 31, 2014 2018 (the “WPZ Q2 Q1 2018 10-Q”) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period (y) ended June 30, 2014, changes 2018 that were included in equity GM PubCo’s Quarterly Report on Form 10-Q for the six month period three months ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto 2018 (the referenced financial statements set forth “Q2 2018 10-Q”), (ii) are based on allocations of certain costs of GM PubCo to the Company Group based on reasonable, good faith management assumptions utilized in both the WPZ 8ordinary course of preparing the 2017 Form 10-K and K, the WPZ Q2 Q1 2018 10-Q are collectively referred to as and the “WPZ Financial Statements”). The WPZ Financial Statements have been Q2 2018 10-Q, (iii) were prepared in accordance conformity with GAAP applied on a consistent basis throughout basis, except for (A) the periods covered thereby absence of notes, (except as may be indicated B) income tax asset, liability and expense accounts, which are included for consolidated reporting purposes solely at the GM PubCo level, but which are not included in the notes theretoFinancial Statements, (C) the absence of incentive compensation costs relating to engineering expenses incurred by Parent on behalf of the Company Group, and present (D) the application of purchase accounting to the acquisition of Strobe and (iv) fairly present, in all material respects respects, the consolidated financial position of WPZ the Company Group as of such dates the date thereof and for the consolidated results of operations and cash flows of WPZ for such periodsperiod indicated therein, except as otherwise noted therein and subjectfor the impact of items referred to above (including, for the avoidance of doubt, subclauses (iii)(B), (iii)(C) and (iii)(D) of this Section 3.15(a)), and, subject to (1) the fact that the Company Group was not operated on a stand-alone basis during such period, (2) the fact that the Financial Statements (and the allocations and estimations made by the management of GM PubCo in preparing such Financial Statements) and (3) normal year-end adjustments, (x) were prepared for and utilized in the case 2017 Form 10-K, the Q1 2018 10-Q and the Q2 2018 10-Q, (y) are not necessarily indicative of the unaudited financial statementscosts that would have resulted if the Company Group had been operated on a stand-alone basis during such period, and (z) may not be indicative of any such costs to normal and recurring adjustments and the absence Company Group that will result following the closing of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually SoftBank Transaction or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC ReportsClosing.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth The Company has made available to CHFW a true and complete copy of the draft audited consolidated audited statements of comprehensive income, changes in equity, and cash flows for each balance sheets of the three years in the period ended December 31, 2013 and balance sheets Group Companies as of December 31, 2013 2019 and 2012 December 31, 2020 (the “Latest Balance Sheet”) and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ deficit and cash flows of the Group Companies for WPZeach of the years then ended (collectively, the “Financial Statements”), each of which are attached as Section 3.4(a) of the Company Disclosure Schedules. Each of the Financial Statements (including the notes thereto, and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 ) (the “WPZ Q2 10-Q”A) sets forth a true and complete copy of the consolidated unaudited statements of comprehensive income for the six month period ended June 30, 2014, changes in equity for the six month period ended June 30, 2014, and cash flows for the six month period ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Financial Statements”). The WPZ Financial Statements have been was prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby indicated (except as may be indicated in the notes thereto), and (B) and present fairly presents, in all material respects respects, the consolidated financial position of WPZ as of such dates and the consolidated position, results of operations and cash flows of WPZ the Group Companies as at the date thereof and for such periodsthe period indicated therein, except as otherwise specifically noted therein and subjecttherein. When the final, audited Financial Statements (including the notes thereto) are delivered following the date of this Agreement in accordance with Section 5.17, each Financial Statement shall (A) be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto), (B) fairly present, in all material respects, the case financial position, results of operations and cash flows of the unaudited financial statementsGroup Companies as at the date thereof and for the period indicated therein, to normal except as otherwise specifically noted therein, (C) have been audited in accordance with the standards of the PCAOB and recurring adjustments contain an unqualified report of the Company’s auditors and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the absence Securities Act in effect as of certain notes that are included in an annual filing. Except the respective dates thereof (including Regulation S-X or Regulation S-K, as set forth in the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reportsapplicable).

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with TLG has --------------------------------------------- heretofore delivered to Dentsu complete and correct copies of the SEC on May 19, 2014 following financial statements (the “WPZ 8-K”"Financial Statements"): (i) sets forth a true and complete copy of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets of Xxx Xxxxxxx Worldwide, Inc. (which was subsequently renamed The Xxx Group, Inc.) and its subsidiaries as of December 31, 2013 1998 and 2012 for WPZDecember 31, including the notes thereto, 1997 and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 31, 2014 (the “WPZ Q2 10-Q”) sets forth a true and complete copy of the related consolidated unaudited statements of comprehensive income for the six month period ended June 30income, 2014, changes in equity for the six month period ended June 30, 2014, shareholders' investments and cash flows for the six month period ended June 30years then ended, 2014 together with auditor's reports thereon by Xxxxxx Xxxxxxxx LLP, (ii) the consolidated balance sheets of Xxx Xxxxxxx Company, Inc. (which was subsequently renamed Xxx Xxxxxxx USA, Inc.) and balance sheet its subsidiaries as of June 30December 31, 2014 for WPZ1998 and December 31, including the notes thereto (the referenced financial statements set forth in both the WPZ 8-K 1997 and the WPZ Q2 10-Q are related consolidated statements of income, shareholders' investments and cash flows for the years then ended, together with auditor's reports thereon by Xxxxxx Xxxxxxxx LLP (with the December 31, 1998 balance sheets described in clauses (i) and (ii) being sometimes herein collectively referred to as the “WPZ Financial Statements”)"1998 Balance Sheets") and (iii) the consolidated balance sheets of TLG and its subsidiaries as at March 31, 1999 and June 30, 1999 and the related consolidated statements of income, shareholders' investments and cash flows for the periods then ended. The WPZ Financial Statements are complete and correct in all respects, have been derived from the accounting books and records of the indicated entities, and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated presented in the notes thereto) and present fairly in all material respects the consolidated financial position of WPZ as of such dates and the consolidated results of operations and cash flows of WPZ for such periods, except as otherwise noted therein and Financial Statements subject, in the case of the interim unaudited financial statements, to normal and recurring adjustments and the absence of certain notes that are included in an annual filing. Except as set forth in the WPZ Financial Statements, there only to normal recurring year-end adjustments (which adjustments are no off-balance sheet arrangements that would, not material individually or in the aggregate, have a WPZ Material Adverse Effect). WPZ has not had any disagreement with its independent public accounting firm that required disclosure in The Financial Statements fairly present the WPZ SEC Reportsconsolidated financial condition and consolidated results of operations of the indicated entities as of the dates and for the periods indicated.