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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner Parent or the WPZ Parent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there of a type that are no facts required by GAAP to be reflected or circumstances that would reasonably be expected to result reserved against in any such liabilities or obligations, whether arising in the context a consolidated balance sheet of federal, state or local judicial, regulatory, administrative or permitting agency ProceedingsParent, other than (i) liabilities or obligations reflected or reserved against in the WPZ consolidated balance sheet as of June 30, 2018 included in the Parent Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31June 30, 20132018, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZRRMS, WPZ RRMS General Partner or the WPZ RRMS Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations disclosed, reflected or reserved against in the WPZ RRMS Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 20132015, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ RRMS Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner Parent or the WPZ Parent Subsidiaries required to be included on a balance sheet prepared under GAAP (whether or not known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ Parent Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 20132016, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner Parent or the WPZ Parent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there of a type that are no facts required by GAAP to be reflected or circumstances that would reasonably be expected to result reserved against in any such liabilities or obligations, whether arising in the context a consolidated balance sheet of federal, state or local judicial, regulatory, administrative or permitting agency ProceedingsParent, other than (i) liabilities or obligations reflected or reserved against in the WPZ consolidated balance sheet as of September 30, 2020 included in the Parent Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31September 30, 20132020, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner Parent or the WPZ Parent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations disclosed, reflected or reserved against in the WPZ Parent Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 20132015, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner NMCI or the WPZ NMCI Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there of a type that are no facts required by GAAP to be reflected or circumstances that would reasonably be expected to result reserved against in any such liabilities or obligations, whether arising in the context a consolidated balance sheet of federal, state or local judicial, regulatory, administrative or permitting agency ProceedingsNMCI, other than (i) liabilities or obligations reflected or reserved against in the WPZ consolidated balance sheet as of September 30, 2020 included in the NMCI Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31September 30, 20132020, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ an NMCI Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZQEPM, WPZ QEPM General Partner or the WPZ QEPM Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedingsproceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ QEPM Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement2014, and (iviii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ QEPM Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZMLP, WPZ MLP General Partner or the WPZ MLP Subsidiaries required to be included on a balance sheet prepared under GAAP (whether or not known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ MLP Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 20132016, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ an MLP Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZACMP, WPZ ACMP General Partner or the WPZ ACMP Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ ACMP Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ an ACMP Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with Parent has delivered to the SEC on May 19, 2014 Company copies of (i) 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 of Triton Water Holdings, Inc. and its Subsidiaries as of December 31, 2013 2023, December 31, 2022 and 2012 for WPZDecember 31, including the notes thereto2021, and audited income statements, statements of cash flows and operations and shareholder’s equity of Triton Water Holdings, Inc. and its Subsidiaries for the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July fiscal years ended December 31, 2014 2023, December 31, 2022 and December 31, 2021 (the “WPZ Q2 10-QParent Annual Financial Statements”), and (ii) sets forth a true the unaudited balance sheet of Triton Water Holdings, Inc. and complete copy its Subsidiaries as of the consolidated March 31, 2024 and unaudited income statements, 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, operations and cash flows and shareholder’s equity of Triton Water Holdings, Inc. and its Subsidiaries for the six month period three months ended June 30March 31, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto 2024 (the referenced financial statements set forth in both “Parent Interim Financial Statements” and, collectively with the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as Parent Annual Financial Statements, the “WPZ Parent Financial Statements”). The WPZ Parent Financial Statements have been prepared in all material respects in accordance with GAAP consistently applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes thereto) by Parent and present fairly in all material respects the consolidated financial position of WPZ as of such dates and the consolidated position, results of operations and cash flows of WPZ Triton Water Holdings, Inc. and its Subsidiaries as at the dates and for such periods, except as otherwise noted therein and the periods indicated herein (subject, in the case of the unaudited financial statementsParent Interim Financial Statements, to normal and recurring period‑end adjustments and the absence of certain notes that footnotes (none of which are included in material to Triton Water Holdings, Inc. and its Subsidiaries taken as a whole)). Triton Water Holdings, Inc. is an annual filing. Except as set forth in the WPZ Financial Statementsindirect, there are no offwholly-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 Reportsowned Subsidiary of Parent. (b) There are no liabilities or obligations of WPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations Except for matters reflected or reserved against in the WPZ Parent Financial Statements, neither Parent nor any of its Subsidiaries has any liabilities or obligations (iiwhether absolute, accrued, contingent, fixed or otherwise) current of any nature that would be required under GAAP, as in effect on the date of this Agreement, to be reflected on a consolidated balance sheet of Parent (including the notes thereto), except liabilities and obligations that (i) were incurred since the date of such balance sheet in the ordinary course of business since December 31, 2013business, (iiiii) liabilities and obligations are incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and or (iviii) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, reasonably be expected to have a WPZ Parent Material Adverse Effect. (c) Parent and its Subsidiaries maintain a system of internal controls over financial reporting designed to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP applied on a consistent basis.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner BNL or the WPZ BNL Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there of a type that are no facts required by GAAP to be reflected or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising reserved against in the context consolidated financial statements of federal, state or local judicial, regulatory, administrative or permitting agency ProceedingsBNL, other than (i) liabilities or obligations reflected or reserved against in the WPZ consolidated balance sheet as of June 30, 2019 included in the BNL Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31June 30, 20132019, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ BNL Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner Parent or the WPZ Parent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there of a type that are no facts required by GAAP to be reflected or circumstances that would reasonably be expected to result reserved against in any such liabilities or obligations, whether arising in the context a consolidated balance sheet of federal, state or local judicial, regulatory, administrative or permitting agency ProceedingsParent, other than (i) liabilities or obligations reflected or reserved against in the WPZ consolidated balance sheet as of September 30, 2020 included in the Parent Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31September 30, 20132020, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed Penns Xxxxx has previously made available, or will make available, to Luzerne the Penns Xxxxx Regulatory Reports. The Penns Xxxxx Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices, including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, throughout the SEC on May 19periods covered by such statements, 2014 (and fairly present or will fairly present in all material respects the “WPZ 8-K”) sets forth a true financial position, results of operations and complete copy of the consolidated audited statements of comprehensive income, changes in equity, and cash flows for each shareholders’ equity of the three years in the period ended December 31, 2013 and balance sheets Penns Xxxxx 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 periods ended June 30on the dates thereof, 2014in accordance with applicable regulatory accounting principles, changes in equity for including, but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators, applied on a consistent basis. (b) Penns Xxxxx has previously made available, or will make available, to Luzerne 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 Penns Xxxxx Financial Statements”). The WPZ Penns Xxxxx Financial Statements have been or will be prepared in accordance with GAAP applied on a consistent basis throughout GAAP, and (including the periods covered thereby (except as may be indicated related notes where applicable) fairly present, or will fairly present, in the notes thereto) and present fairly each case in all material respects the consolidated financial position of WPZ as of such dates and the consolidated position, results of operations and cash flows of WPZ Penns Xxxxx and the Penns Xxxxx Subsidiaries on a consolidated basis as of and for such periods, except as otherwise noted therein and subject, the respective periods ending on the dates thereof (subject in the case of the unaudited financial statements, interim statements to normal year-end adjustments), in accordance with GAAP during the periods involved, except as indicated in the notes thereto and except in the case of any unaudited statements to normal recurring adjustments and audit adjustments. (c) At the absence date of certain notes that are each balance sheet included in an annual filing. Except as set forth in the WPZ Penns Xxxxx Financial Statements, there are no off-balance sheet arrangements that wouldneither Penns Xxxxx nor JSS Bank has had or will have any material liabilities, individually obligations or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had loss contingencies of any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports. (b) There are no liabilities or obligations of WPZ, WPZ General Partner or the WPZ Subsidiaries nature (whether known or unknown and whether absolute, accrued, absolute, contingent or otherwise) of a type required to be reflected in such Penns Xxxxx Financial Statements or Penns Xxxxx Regulatory Reports or in the footnotes thereto that are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and there except in the case of any unaudited statements to normal, recurring audit adjustments and, in the case of Penns Xxxxx Regulatory Reports, the absence of footnotes. (d) The records, systems, controls, data and information of Penns Xxxxx and the Penns Xxxxx Subsidiaries are no facts recorded, stored, maintained and operated under means (including any electronic, mechanical or circumstances photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Penns Xxxxx or any Penns Xxxxx Subsidiary or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to result have a material adverse effect on the system of internal accounting controls described below in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than this Section 5.5(d). Penns Xxxxx (i) liabilities or obligations reflected or reserved against has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in the WPZ Financial Statementsaccordance with GAAP, (ii) current liabilities incurred has implemented and maintains disclosure controls and procedures to ensure that material information relating to Penns Xxxxx, including its consolidated Penns Xxxxx Subsidiaries, is made known to the chief executive officer and the chief financial officer of Penns Xxxxx by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Penns Xxxxx’ outside auditors and the audit committee of Penns Xxxxx’ Board of Directors (A) any significant deficiencies and material weaknesses in the ordinary course design or operation of business since internal control over financial reporting that are reasonably likely to adversely affect Penns Xxxxx’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Penns Xxxxx’ internal controls over financial reporting. These disclosures (if any) were made in writing by management to Penns Xxxxx’ auditors and audit committee and a copy has previously been made available to Luzerne. (e) Since December 31, 20132011, (iiii) liabilities and obligations incurred under neither Penns Xxxxx nor any of the Penns Xxxxx Subsidiaries nor, to the Knowledge of Penns Xxxxx, any director, officer, employee, auditor, accountant or representative of Penns Xxxxx or any Penns Xxxxx Subsidiary has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Penns Xxxxx or any Penns Xxxxx Subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Penns Xxxxx or any Penns Xxxxx Subsidiary has engaged in accordance with this Agreement illegal accounting or in connection with the transactions contemplated by this Agreementauditing practices, and (ivii) liabilities no attorney representing Penns Xxxxx or obligations any Penns Xxxxx Subsidiary, whether or not employed by Penns Xxxxx or any Penns Xxxxx Subsidiary, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by Penns Xxxxx or any of its officers, directors, employees or agents to the Board of Directors of Penns Xxxxx or any committee thereof or to any director or officer of Penns Xxxxx. (f) Since December 31, 2011, (i) neither Penns Xxxxx nor any of the Penns Xxxxx Subsidiaries nor, to the Knowledge of Penns Xxxxx, any director, officer, employee, auditor, accountant or representative of Penns Xxxxx or any of the Penns Xxxxx Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether known written or unknown oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Penns Xxxxx or any of the Penns Xxxxx Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Penns Xxxxx or any of the Penns Xxxxx Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Penns Xxxxx or any of the Penns Xxxxx Subsidiaries, whether accruedor not employed by Penns Xxxxx or any of the Penns Xxxxx Subsidiaries, absolutehas reported evidence of a material violation of Securities Laws, contingent breach of fiduciary duty or otherwise) that would notsimilar violation by Penns Xxxxx or any of its officers, individually directors, employees or in agents to the aggregate, have a WPZ Material Adverse EffectBoard of Directors of Penns Xxxxx or any committee thereof or to any director or officer of Penns Xxxxx.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with Section 6.06(a) of the SEC on May 19, 2014 (the “WPZ 8-K”) Disclosure Letter sets forth a true and complete copy of (i) an unaudited aggregated balance sheet with respect to 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 North American Business as of December 31, 2013 and 2012 for WPZ, including the 2019 (together with any notes thereto, the “2019 NA Balance Sheet”) and (ii) unaudited aggregated statements of income with respect to the North American Business for the years ended December 31, 2018 and December 31, 2019 (collectively, together with any notes thereto and the Quarterly Report on Form 10-Q filed by WPZ with the SEC on July 312019 NA Balance Sheet, 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 (A) were extracted without material adjustment from the consolidation schedules that underlie Parent’s historical consolidated financial statements, which such consolidation schedules were prepared in accordance with GAAP applied on a consistent basis throughout the requirements of IFRS applicable to the recognition, classification and measurement of assets, liabilities, income and expenditure, (B) present fairly in all material respects the financial position and income of the North American Business as of the dates thereof and for the periods covered thereby and (C) present financial information in a form consistent with the accounting policies used in Parent’s historical consolidated financial statements (except as may be indicated in any notes thereto and subject to normal year-end adjustments). (b) Except as reflected or reserved against on the notes thereto) and present fairly in all material respects 2019 NA Balance Sheet, the consolidated financial position North American Business has no Liabilities 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, a type required to be disclosed in the case liabilities column of a balance sheet prepared in accordance with IFRS, other than Liabilities that (i) were incurred after the date 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 2019 NA Balance Sheet in the WPZ Financial Statementsordinary course of business, there (ii) are no off-balance sheet arrangements that wouldcontemplated by or were incurred in connection with this Agreement, the other Transaction Documents or the Transactions or (iii) 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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown been and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would not reasonably be expected to result in any such liabilities be material to the North American Business or obligationsthe Transferred Group Members, whether arising in taken as a whole. (c) The Records of the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than North American Business and the Transferred Group Members (i) liabilities are true, correct and complete in all material respects and all transactions to which the North American Business or obligations any Transferred Group Member (to the extent related to the North American Business) is or has been a party are accurately reflected or reserved against therein in the WPZ Financial Statements, all material respects and have been maintained in accordance with all applicable Laws and (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or have been maintained in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Material Adverse Effectcommercially reasonable business practices.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner NMCI or the WPZ NMCI Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there of a type that are no facts required by GAAP to be reflected or circumstances that would reasonably be expected to result reserved against in any such liabilities or obligations, whether arising in the context a consolidated balance sheet of federal, state or local judicial, regulatory, administrative or permitting agency ProceedingsNMCI, other than (i) liabilities or obligations reflected or reserved against in the WPZ consolidated balance sheet as of September 30, 2020 included in the NMCI Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31September 30, 20132020, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ an NMCI Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) WPZParent’s Current Report on Form 8-K filed with the SEC on May 193, 2014 2018 (the “WPZ Parent 8-K”) sets forth a true and complete copy of the consolidated audited statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013 2017 and balance sheets as of December 31, 2013 2017 and 2012 2016 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 WPZParent, including the notes thereto (the referenced financial statements set forth in both the WPZ Parent 8-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 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 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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner Parent or the WPZ Parent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ Parent Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 20132017, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner NNA or the WPZ NNA Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there of a type that are no facts required by GAAP to be reflected or circumstances that would reasonably be expected to result reserved against in any such liabilities or obligations, whether arising in the context a consolidated balance sheet of federal, state or local judicial, regulatory, administrative or permitting agency ProceedingsNNA, other than (i) liabilities or obligations reflected or reserved against in the WPZ consolidated balance sheet as of March 31, 2021 included in the NNA Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31Xxxxx 00, 20130000, (iiixxx) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ an NNA Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 19Duke has previously made available to Phillips true, 2014 (the “WPZ 8-K”) sets forth a true correct and complete copy copies of (i) the consolidated audited statements combinex xxxxxxe sheets of comprehensive incomeDEFS and its Subsidiaries, changes in equityDETTCO and Subsidiaries, Panhandle Field Services, Inc., and cash flows for each of the three years in the period ended December 31, 2013 and balance sheets Panhandle Gathering Company as of December 31, 2013 1998 and 2012 for WPZ, 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 consolidated unaudited related audited combined 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 periods then ended (such statements include the investment in TEPPCO which is an Excluded Asset) and (ii) the unaudited proforma combined balance sheet of DEFS and its Subsidiaries (with proforma adjustments to eliminate intercompany advances, notes, income taxes, and the investment in TEPPCO and to include DETTCO, Canrock and goodwill related to Mega) as of September 30, 1999 (the "DEFS SEPTEMBER 30 BALANCE SHEET"), a copy of which is attached as Schedule 5.5 of the Duke Disclosure Schedule, and the related unaudited combined statement of income for the nine-month period then ended June 30(together with the DEFS September 30 Balance Sheet, 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”"DEFS SEPTEMBER 30 FINANCIAL STATEMENTS"). The WPZ Financial Statements have been prepared financial statements referred to in accordance with GAAP applied on a consistent basis throughout the periods covered thereby this Section 5.5 fairly present (except as may be indicated that such financial statements are incomplete 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 periodsthat they do not include footnotes, 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 DEFS September 30 Financial Statements, there are no off-balance sheet arrangements that wouldto recurring audit adjustments, none of which either individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with aggregate is material) the results of the combined operations and combined financial positions of DEFS and its independent public accounting firm that required disclosure Subsidiaries (as adjusted in the WPZ SEC Reports. manner described above relating to the DEFS September 30 Financial Statements) for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements described in this Section 5.5 complies with applicable accounting requirements with respect thereto; and each of such statements has been prepared in accordance with GAAP (bexcept that such statements are incomplete in that they do not include footnotes and do include proforma adjustments as described above) There are no liabilities or obligations consistently applied during the periods involved. Neither DEFS nor any of WPZ, WPZ General Partner or the WPZ its Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising as adjusted in the context manner described above) has any liabilities required by GAAP to be set forth on a combined balance sheet of federalDEFS and its Subsidiaries, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than except (i) liabilities or obligations reflected or reserved against in as set forth on the WPZ Financial StatementsDEFS September 30 Balance Sheet, and (ii) current for liabilities incurred in the ordinary course of business since December 31September 30, 2013, (iii) liabilities 1999 and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that which would not, individually or in the aggregate, not have a WPZ Material Adverse EffectEffect on DEFS.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with Seller has delivered to Buyer the SEC on May 19unaudited pro forma combined balance sheet as at March 31, 2014 1997 of KRII and its Subsidiaries and KRIAG (the “WPZ 8-K”March 31, 1997 balance sheet being the "March 31 Balance Sheet") sets forth a true and complete copy the audited pro forma combined balance sheet of the consolidated audited statements of comprehensive income, changes in equity, KRII and cash flows for its Subsidiaries and KRIAG as at each of December 31, 1995 and 1996 and June 30, 1997 (the three June 30, 1997 balance sheet including the notes thereto being the "Balance Sheet") and the audited pro forma combined income statement of KRII and its Subsidiaries and KRIAG for the years in the period ended December 31, 2013 1994, 1995 and balance sheets as of December 31, 2013 and 2012 for WPZ, including the notes thereto, 1996 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 months ended June 30, 20141997 (collectively, changes the "Financial Statements"), a copy of which is attached hereto as Exhibit B. Section 2.5(a) of the Disclosure Letter sets forth a list of all adjustments to the Companies' and the Company Subsidiaries' 1996 financial statements that were requested by Ernst & Young or made by Ernst & Young with respect to the Companies and the Company Subsidiaries in equity connection with preparing the 1996 audited consolidated financial statements of Seller's Parent, other than such adjustments which individually are less than $500,000 and all of which such nondisclosed adjustments do not exceed $1,000,000. The Financial Statements are, in all material respects, in accordance with the books and records regularly maintained with respect to the Companies and the Company Subsidiaries (except as set forth in Section 1.4(a) of the Disclosure Letter) and present fairly, in all material respects, the financial position of the Companies and the Company Subsidiaries as at December 31, 1995 and 1996, March 31, 1997 and June 30, 1997 and the results of operations of the Companies and the Company Subsidiaries for the years ended December 31, 1994, 1995 and 1996 and the six month period months ended June 30, 20141997 in conformity with United States generally accepted accounting principles consistently applied ("GAAP"), and cash flows for except with respect to the six month period ended June 30March 31 Balance Sheet only, 2014 and balance sheet as of June 30, 2014 for WPZ, including (i) that the Financial Statements do not contain the disclosures required in notes thereto (the referenced to financial statements and (ii) as 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 theretoSection 1.4(a) 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. Disclosure Letter. (b) Except as set forth in Section 2.5(b) of the WPZ Financial StatementsDisclosure Letter (with respect to the March 31 Balance Sheet and, there are no off-balance sheet arrangements that wouldas to Item 2 in Section 2.5(b) of the Disclosure Letter, individually with respect to the Balance Sheet) or as reflected, reserved against or otherwise disclosed in the aggregateMarch 31 Balance Sheet or the Balance Sheet, have a WPZ Material Adverse Effect. WPZ has not had neither of the Companies nor any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports. (b) There are no Company Subsidiary had, at March 31, 1997 or June 30, 1997, any liabilities or obligations of WPZ, WPZ General Partner that would have been required to be reflected in the March 31 Balance Sheet or the WPZ Balance Sheet respectively by the Companies or the Company Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Material Adverse EffectGAAP.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with Melaxxx xxx delivered to Goodxxx, Xxocter & Hoar xxx following financial statements, copies of which are attached hereto as Schedule 2.6: (i) Unaudited pro forma combined balance sheets for the SEC on May 19Monarch Dental Centers business for the fiscal years ended December 31, 2014 (the “WPZ 8-K”) sets forth a true 1994 and complete copy of the consolidated audited 1993 and related statements of comprehensive income, changes in equity, retained earnings and cash flows for each of the three years in then ended, certified by the period ended December 31, 2013 and Company; and (ii) An unaudited pro forma combined balance sheets sheet for the Monarch Dental Centers business as of December 31, 2013 1995 (herein the "Base Balance Sheet") and 2012 for WPZan unaudited statement of income, 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, retained earnings and cash flows for the six twelve-month period then ended June 30, 2014 and balance sheet as of June 30, 2014 for WPZ, including the notes thereto (the referenced Monarch Dental Centers business. Said 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 by the periods covered thereby (except as may be indicated in Company from the notes thereto) books and records of the Monarch Dental Centers business, present fairly in all material respects the consolidated pro forma combined financial position condition of WPZ as the Monarch Dental Center business, at the dates of such dates said statements and the consolidated results of their 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 Reportsperiods covered thereby. (b) There are As of the date of the Base Balance Sheet, there were no liabilities or obligations of WPZany nature, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts , asserted or circumstances that would reasonably be expected unasserted, known or unknown, relating to result in any such the Monarch Dental Centers business, except liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities stated or obligations reflected or adequately reserved against in on the WPZ Financial StatementsBase Balance Sheet or the notes thereto, (ii) current liabilities specifically disclosed in Schedule 2.6 furnished to Goodxxx, Xxocter & Hoar xxxeunder on the date hereof and attached hereto, or (iii) incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance consistent with the terms of this Agreement or in connection with subsequent to the transactions contemplated by this Agreementdate of the Base Balance Sheet. (c) As of the date hereof, and (iv) there are no liabilities or obligations (whether known or unknown and of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, relating to the Monarch Dental Centers business, except liabilities (i) that would notstated or adequately reserved against on the Base Balance Sheet or the notes thereto, individually (ii) specifically disclosed in Schedule 2.6 furnished to Goodxxx, Xxocter & Hoar xxxeunder on the date hereof and attached hereto, or (iii) incurred in the aggregate, have a WPZ Material Adverse Effectordinary course of business consistent with the terms of this Agreement subsequent to the date of the Base Balance Sheet.

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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner Parent or the WPZ Parent Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there of a type that are no facts required by GAAP to be reflected or circumstances that would reasonably be expected to result reserved against in any such liabilities or obligations, whether arising in the context a consolidated balance sheet of federal, state or local judicial, regulatory, administrative or permitting agency ProceedingsParent, other than (i) liabilities or obligations reflected or reserved against in the WPZ consolidated balance sheet as of March 31, 2021 included in the Parent Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31Xxxxx 00, 20130000, (iiixxx) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Parent Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with Set forth in Section 2.5(a) of the SEC on May 19Disclosure Schedules are correct and complete copies of the audited consolidated balance sheets of Seller and its Subsidiaries as of December 31, 2014 2017 and December 31, 2018 (the audited consolidated balance sheet of Seller and its Subsidiaries as of December 31, 2018, the “WPZ 8-KLatest Audited Balance Sheet”) sets forth a true ), and complete copy of the related audited consolidated audited statements of operations, comprehensive incomeincome (loss), changes in equity, and cash flows for each of the three fiscal years in the period ended December 31, 2013 2016, December 31, 2017 and December 31, 2018, respectively, and the condensed consolidating balance sheets as of December 31, 2013 2017 and 2012 for WPZDecember 31, including the notes thereto, 2018 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 condensed consolidating statements of operations, 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 the six month period fiscal years ended June 30December 31, 2014 2016, December 31, 2017, and balance sheet as of June 30December 31, 2014 for WPZ2018, including respectively, together with 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 auditor’s reports thereon (collectively, the “WPZ Financial Statements”). . (b) The WPZ Financial Statements (A) have been prepared in all material respects in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (thereby, except as may be indicated in the notes theretothereto and (B) and present fairly present, in all material respects respects, the consolidated financial position of WPZ as of such dates and the consolidated condition, results of operations and cash flows of WPZ Seller and its Subsidiaries as of the dates and for such periodsthe periods referred to therein. Since December 31, 2018, there has been no material change in Seller’s accounting methods or principles that would be required to be disclosed in Seller’s financial statements in accordance with GAAP, except as otherwise noted therein and subject, described in the case notes thereto. There are no unconsolidated subsidiaries of Seller within the meaning of GAAP. Neither Seller nor any of its Subsidiaries is a party to, or has any commitment to become a party to, an “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K. The Financial Statements were derived from the books and records of Seller, the Company and its Subsidiaries. (c) Seller and its Subsidiaries maintain (i) books and records reflecting their respective assets and liabilities that are accurate in all material respects and (ii) systems of internal accounting controls that are designed to provide reasonable assurance regarding the accurate recording of transactions in the correct period in all material respects, the reliability of financial reporting and the preparation of financial statements and disclosures for external purposes in accordance with GAAP in all material respects and that receipts and expenditures of Seller and its Subsidiaries are being made only in accordance with authorization of management and directors of Seller and its Subsidiaries and that are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized transactions, acquisition, use or disposition of Seller’s (or such Subsidiaries) assets that could have a material effect on the financial statements of Seller. There are no significant deficiencies or material weaknesses (as defined by the Public Company Accounting Oversight Board) in the design or operation of the unaudited internal controls over financial statementsreporting of Seller and its Subsidiaries, which reasonably could adversely affect the ability to normal record, process, summarize and recurring adjustments report financial information of Seller and its Subsidiaries. Since January 1, 2013, Seller has not been, and to the Company’s Knowledge, no director or officer of Seller, the Company or any of its Subsidiaries has identified or has been advised by any employee, the auditors or accountants of Seller, the Company or any of its Subsidiaries of any (i) material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Seller, the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Seller, the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices or (ii) fraud or allegation of fraud, whether or not material, by Seller, the Company or any of its Subsidiaries regarding the accounting or auditing practices, procedures, methodologies or methods of Seller, the Company or any of its Subsidiaries or their respective internal accounting controls. (d) Neither the Company nor any of its Subsidiaries has any Liability which would be required to be set forth on a consolidated balance sheet of the Company and its Subsidiaries (including any notes) prepared in accordance with GAAP and the absence of certain notes that are included in an annual filing. Except as set forth practices and methodologies used in the WPZ Financial Statementspreparation of the Latest Audited Balance Sheet, there are no off-balance sheet arrangements other than Liabilities (A) reflected on, reserved against or otherwise described in the Latest Audited Balance Sheet, (B) that wouldhave arisen since the date of the Latest Audited Balance Sheet in the ordinary course of business of the Company and its Subsidiaries consistent with past practice, (C) that arise out of or in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby, (D) that do not relate to any breach of Contract, breach of warranty, tort, infringement, misappropriation or violation of Law or (E) that would not reasonably be expected to have, 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. (b) There are no liabilities or obligations of WPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (e) The Financial Statements fairly present, in all material respects, the consolidated financial condition and results of operations of the Company and its Subsidiaries as of the dates and for the periods referred to therein except as set forth in Section 2.5(e) of the Disclosure Schedules. (f) Section 2.5(f) of the Disclosure Schedules sets forth a correct and complete list of the individual and aggregate amounts of all Indebtedness of the Company and its Subsidiaries including the outstanding principal and accrued interest amounts, in each case, as of the date of the Latest Audited Balance Sheet and as of March 31, 2019.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with the SEC on May 19The unaudited consolidated balance sheet as of October 31, 2014 2008 of STS and its consolidated Subsidiaries (the “WPZ 8-KLatest Balance Sheet”) sets forth a true and complete copy of the unaudited consolidated audited statements of comprehensive income, changes in equity, stockholders’ equity and cash flows of STS and its consolidated Subsidiaries for the 10-month period then ended (such statements and the Latest Balance Sheet, the “Latest Financial Statements”) and the audited consolidated balance sheet, as of December 31, 2007 (the “Last Fiscal Year End”) of STS and its consolidated Subsidiaries (the “2007 Balance Sheet”) and the audited consolidated statements of income, changes in stockholders’ equity and cash flows, including the notes, of STS and its consolidated Subsidiaries for each of the three (3) years in ended on 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 Last Fiscal Year End (the “WPZ Q2 10-Q”) sets forth a true Annual Financial Statements,” and complete copy of together with the consolidated unaudited statements of comprehensive income for the six month period ended June 30Latest Financial Statements, 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 ) are based upon the books and records of STS and its consolidated Subsidiaries, have been prepared in accordance with GAAP consistently applied on a consistent basis throughout during 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 position, results of operations and cash flows of WPZ STS and its consolidated Subsidiaries on a consolidated basis at the respective dates and for such periodsthe respective periods indicated, except as otherwise noted therein that the Latest Financial Statements may not contain all notes and subjectare subject to year-end adjustments; provided however, the Latest Financial Statements were prepared in the case of the unaudited financial statements, to normal such a manner that when made such year-end adjustments will not be material and recurring will not differ materially from year-end adjustments and the absence of certain notes that are included in an annual filingmade historically. Except as set forth reflected or expressly reserved against in the WPZ Financial StatementsLatest Balance Sheet, there are no off-balance sheet arrangements that would, individually or in the aggregate, have a WPZ Material Adverse Effect. WPZ neither of STS nor any Subsidiary has not had any disagreement with its independent public accounting firm that required disclosure in the WPZ SEC Reports. (b) There are no liabilities or obligations of WPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolutematerial liability, contingent or otherwise, except (a) and there are no facts or circumstances a liability that would reasonably be expected to result in any such liabilities or obligations, whether arising in has arisen after the context date of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ Financial Statements, (ii) current liabilities incurred Latest Balance Sheet in the ordinary course of business since December 31, 2013, consistent with past practice or (iiib) liabilities and obligations incurred under or in accordance with any Contract listed on a Schedule to this Agreement or in connection with the transactions contemplated under a Contract not required by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have Agreement to be listed on a WPZ Material Adverse EffectSchedule.

Financial Statements; Undisclosed Liabilities. (a) WPZ’s Current Report on Form 8-K filed with The Company and Seller have delivered to the SEC on May 19, 2014 (the “WPZ 8-K”) sets forth a Purchaser true and complete copy copies of the following consolidated audited financial statements of comprehensive income, changes in equity, the Company and cash flows for each its Subsidiaries: (i) audited consolidated balance sheets of the three years in the period ended December 31Company and its Subsidiaries, 2013 and balance sheets but excluding Nera Brazil, as of December 31, 2013 2009 (such balance sheets, the “Balance Sheets”) and 2012 the related audited consolidated statements of income, changes in owners’ equity and cash flows of the Company and its Subsidiaries for WPZ, the calendar year then ended (including the notes or other supplementary information thereto, and the Quarterly Report on Form 10-Q filed by WPZ ) (together with the SEC on July 31, 2014 (Balance Sheets - 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 Financial Statements”). , and (ii) audited balance sheet of Nera Brazil as of September 30, 2010 and unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2010 (the "Interim Balance Sheet") and the related unaudited consolidated statements of income, changes in owners’ equity and cash flows of the Company and its Subsidiaries for the nine (9)-month period then ended (including the notes and other comments set out therein) (together with the Interim Balance Sheet the “Interim Financial Statements” and, together with the Annual Financial Statements, the “Financial Statements”). (b) The WPZ Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout and are in compliance with IFRS consistently applied. The Financial Statements fairly present the periods covered thereby (except as may be indicated in financial condition of the notes thereto) Company and present fairly in all material respects the consolidated financial position of WPZ its Subsidiaries as of such dates and the consolidated results of the Company’s and its Subsidiaries’ operations and cash flows of WPZ flow for such periodsthe periods specified, except as otherwise noted therein and subjectthat the Interim Financial Statements do not reflect footnotes or normal or recurring year-end adjustments that would not, 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, either 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 be material in the WPZ SEC Reportsamount or significance. (bc) There are no Except (i) as explicitly indentified and quantified in the Financial Statements, or (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice, since September 30, 2010 - neither the Company nor any of its Subsidiaries has any liability, debt, claim or obligations of WPZobligation, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising due or to become due, which do not exceed US $200,000 individually or US $800,000 in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than aggregate (i) liabilities or obligations reflected or reserved against in the WPZ Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or as calculated in accordance with this Agreement IFRS). (d) All proper and necessary documentation, books of account and accounting records have been maintained by the Company and its Subsidiaries, are in their possession and contain, in all material respects, accurate information in accordance with IFRS, or the relevant applicable accounting principles for the relevant company, consistently applied, relating to all transactions to which the Company and each of its Subsidiaries is or has been a party and are recorded as necessary to permit the Purchaser to verify the Financial Statements and to prepare the audited financial statements for year 2010 in connection conformity with the transactions contemplated by this AgreementIFRS (on a consolidated level) and to maintain asset accountability, all at customary time and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Material Adverse Effectcosts.

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. (b) There are no liabilities or obligations of WPZACMP, WPZ ACMP General Partner or the WPZ ACMP Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ ACMP Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Material Adverse Effect.and

Financial Statements; Undisclosed Liabilities. (a) WPZSchedule 4.4(a) of Seller’s Current Report on Form 8-K filed with the SEC on May 19Disclosure Letter contains true, 2014 correct and complete copies of (i) an audited consolidated balance sheet of Seller and its Subsidiaries (the “WPZ 8-KBalance Sheet”) 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 3129, 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-QBalance Sheet Date”) sets forth a true and complete copy the related consolidated statement of the operations, consolidated unaudited statements statement of comprehensive income for the six month period ended June 30, 2014, changes in members’ equity for the six month period ended June 30, 2014, and consolidated statement of cash flows for the six month period fiscal year 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 the WPZ 8-K and the WPZ Q2 10-Q are collectively referred to as the “WPZ Seller Audited Financial Statements”). , (ii) the audited consolidated balance sheet of each of Exxxx Bxxxx Licensing Services LLC and its Subsidiaries and Exxxx Bxxxx Parent LLC and its Subsidiaries, in each case, as of December 29, 2012, December 31, 2011 and January 1, 2011 and the related consolidated statement of operations, consolidated changes in members’ equity and consolidated statement of cash flows of Exxxx Bxxxx Licensing Services LLC and its Subsidiaries and Exxxx Bxxxx Parent LLC and its Subsidiaries, respectively, for the fiscal year then ended (collectively with the Seller Audited Financial Statements, the “Audited Financial Statements”), and (iii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 28, 2013 and the related consolidated statement of operations for the 12-month period then ended (the financial statements referred to in this clause (iii), collectively, the “Unaudited Financial Statements” and, together with the Audited Financial Statements, collectively, the “Financial Statements”). (b) The WPZ Financial Statements have been fairly present in all material respects the financial condition and results of operations of Seller and its Subsidiaries, Exxxx Bxxxx Licensing Services and its Subsidiaries, Exxxx Bxxxx Parent LLC and its Subsidiaries, or the Company and its Subsidiaries, as applicable, as of the dates thereof or for the periods covered thereby and were prepared in accordance with GAAP applied on a consistent basis throughout during 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 periodsinvolved, except as otherwise noted therein set forth in such Financial Statements (and subject, in the case of the unaudited financial statementsUnaudited Financial Statements, to normal and recurring year-end adjustments (which will not be material in amount) and the absence of certain notes that are included footnotes). The Financial Statements were prepared from the books and records of Seller and its Subsidiaries, Exxxx Bxxxx Parent LLC and its Subsidiaries, Exxxx Bxxxx Licensing and its Subsidiaries, and the Company and its Subsidiaries, as applicable. When delivered, the Audited 2013 Financial Statements will fairly present in an annual filing. Except all material respects the financial condition and results of operations of the Company and its Subsidiaries, as of the date thereof or for the period covered thereby and will be prepared in accordance with GAAP applied on a consistent basis during the period involved, except as set forth in therein. The Audited 2013 Financial Statements will be prepared from the WPZ Financial Statements, there are no off-balance sheet arrangements that would, individually or in books and records of the aggregate, have a WPZ Material Adverse Effect. WPZ has not had any disagreement with Company and its independent public accounting firm that required disclosure in the WPZ SEC ReportsSubsidiaries. (bc) There are no liabilities or obligations Schedule 4.4(c) of WPZ, WPZ General Partner or Seller’s Disclosure Letter correctly sets forth all Indebtedness of the WPZ Company and its Subsidiaries as of the date hereof. (whether known or unknown d) The Company and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in its Subsidiaries do not have any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than Liabilities (i) liabilities or obligations reflected or reserved against in the WPZ Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would notbe required by GAAP to be disclosed as a liability on a balance sheet prepared in accordance with GAAP, except for (i) Liabilities reflected on the Balance Sheet included in the Seller Audited Financial Statements or disclosed in the notes thereto, (ii) Liabilities incurred in the ordinary course of business since the Balance Sheet Date and which are not material to the Company and its Subsidiaries, (iii) Liabilities that would not reasonably be expected to have, individually or in the aggregate, have a WPZ Company Material Adverse Effect, (iv) Liabilities reflected in Seller’s Disclosure Letter, or (v) Liabilities incurred in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. (e) Seller has never conducted any business other than (i) in connection with its formation, (ii) in connection with its ownership of the Transferred Equity Interests, (iii) transactions with its equityholders, including issuances to, and redemptions from its equityholders of, its equity interests, and actions incidental thereto, (iv) entering into the agreements set forth on Schedule 4.4(e) of the Seller’s Disclosure Letter, and (v) pursuant to this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. Seller has no assets or rights of any nature other than cash in the bank account of Seller (none of which is held on behalf of the Company or any of its Subsidiaries), its ownership of the Transferred Equity Interests and rights under this Agreement, the Ancillary Agreements and the agreements set forth on Schedule 4.4(e) of the Seller’s Disclosure Letter.

Financial Statements; Undisclosed Liabilities. Seller has delivered to Buyer (ai) 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 unaudited consolidated 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 Property Owner or Predecessor Property Owners as of December 31, 2013 and 2012 for WPZ, including the notes thereto, 2015 and the Quarterly Report on Form 10-Q filed by WPZ with related unaudited consolidated income statement of Property Owner or Predecessor Property Owners as of December 31, 2015, (ii) the SEC on July unaudited consolidated balance sheet of Property Owner or Predecessor Property Owners as of December 31, 2014 and the related unaudited consolidated income statement of Property Owner or Predecessor Property Owners as of December 31, 2014 and (iii) the “WPZ Q2 10-Q”) sets forth a true and complete copy unaudited interim consolidated balance sheet of Property Owner or Predecessor Property Owners as of the consolidated unaudited statements of comprehensive income for the six month period (6) months ended June 30, 2014, changes in equity for 2016 and the related unaudited interim consolidated income statement of Property Owner or Predecessor Property Owners as of the six month period (6) months ended June 30, 20142016 (collectively, 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 are true and complete in all material respects for the periods therein indicated. The Financial Statements present fairly the financial condition of Holding Company, Predecessor Holding Companies, Property Owner and Predecessor Property Owners as of the times and for the periods referred to therein in all material respects, and have been prepared in accordance with the books and records of Holding Company, Predecessor Holding Companies, Property Owner and Predecessor Property Owners (which, in turn, are true and complete in all material respects). The Financial Statements fairly present the financial condition and results of operation and cash flow of Property Owner or Predecessor Property Owners as of the respective dates of and for the periods referred to in such Financial Statements in all material respects. Except for the unaudited interim consolidated balance sheet of Holding Company, Predecessor Holding Companies, Property Owner and Predecessor Property Owners as of the six (6) months ended June 30, 2016 and the related unaudited interim consolidated income statement of Holding Company, Predecessor Holding Companies, Property Owner and Predecessor Property Owners as of the six (6) months ended June 30, 2016, the Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles in the United States, consistently 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 Reportsthereon. (b) There are no liabilities or obligations of WPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances that would reasonably be expected to result in any such liabilities or obligations, whether arising in the context of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations reflected or reserved against in the WPZ Financial Statements, (ii) current liabilities incurred in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance with this Agreement or in connection with the transactions contemplated by this Agreement, and (iv) liabilities or obligations (whether known or unknown and whether accrued, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Material Adverse Effect.

Financial Statements; Undisclosed Liabilities. (ai) WPZ’s Current Report on Form 8-K filed Televisa HoldCo has furnished Primary Purchaser with (i) the SEC on May 19audited balance sheet of Televisa HoldCo as of December 31, 2014 (2018 and December 31, 2017, the “WPZ 8-K”) sets forth a true and complete copy of the consolidated related 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 fiscal years ended June 30December 31, 2014 2018 and balance sheet as of June 30December 31, 2014 for WPZ2017 (collectively, 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 (ii) the interim unaudited balance sheet of Televisa HoldCo as of March 31, 2019 (the “Balance Sheet Date”), and the related interim unaudited statements of income, changes in equity and cash flows for the 12 (twelve) months then ended. The WPZ financial statements referred to above, including the footnotes thereto (collectively, the “Financial Statements Statements”), except as described therein, and subject to normal year-end audit adjustments, have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby NIIF. (except as may be indicated in the notes theretoii) and present The Audited Financial Statements fairly present, in all material respects and unless otherwise specified therein, the consolidated financial position of WPZ Televisa HoldCo as of such dates December 31, 2018 and December 31, 2017, respectively, and the consolidated related statements of income, changes in equity and cash flows fairly present, in all material respects, the results of operations operations, changes in equity and cash flows of WPZ Televisa HoldCo for such periods, except the fiscal years then ended unless otherwise specified therein. The unaudited balance sheet as otherwise noted therein of the Balance Sheet Date of Televisa HoldCo and subjectthe related interim unaudited statement of income fairly present, in all material respects, the case financial position of Televisa HoldCo as of the unaudited financial statements, to normal and recurring adjustments date thereof and the absence related statement of certain notes that are included income fairly presents, in an annual filing. Except as set forth in all material respects, the WPZ Financial Statementsresults of the operations of Televisa HoldCo, there are no off-balance sheet arrangements that would, individually or in for 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 Reportsperiod indicated. (biii) There are Televisa HoldCo has no liabilities or obligations of WPZ, WPZ General Partner or the WPZ Subsidiaries (whether known or unknown and whether accrued, absolute, contingent or otherwise) and there are no facts or circumstances Liabilities that would reasonably should be expected to result in any such liabilities or obligations, whether arising reflected in the context balance sheet of federal, state or local judicial, regulatory, administrative or permitting agency Proceedings, other than (i) liabilities or obligations the Financial Statements and that are not already reflected or reserved against in the WPZ Financial Statements, (ii) current liabilities incurred Statements in the ordinary course of business since December 31, 2013, (iii) liabilities and obligations incurred under or in accordance compliance with this Agreement or in connection with the transactions contemplated by this Agreement, and NIIF. (iv) liabilities Since the Balance Sheet Date, no event has occurred which has resulted in, or obligations (whether known or unknown and whether accruedis likely to result in, absolute, contingent or otherwise) that would not, individually or in the aggregate, have a WPZ Material Adverse Effect. (v) Televisa HoldCo has no accounts receivables that are not reflected in the Financial Statements.