Common use of Information Supplied Clause in Contracts

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Parties.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or to be filed by Parent in connection with the Proxy Statement will (a) issuance of the Parent Class A Ordinary Shares in the case of Merger (the “Form S-4”) shall not, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents , except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing expressly for inclusion therein. The information supplied or to be supplied by the Company for inclusion in the proxy statement relating to the Company Shareholder Meeting and Parent Shareholder Meeting included in the Form S-4 (the “Proxy Statement/Prospectus”) will not, at the time the Proxy Statement/Prospectus is responsible for filing with first mailed to the SEC Company Shareholders and at the time of each Shareholder Meeting to be held in connection with the transactions contemplated hereinMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by Parent or Merger Sub in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (solely with respect to the extent portion thereof relating to the Company or Shareholder Meeting but excluding any Company Subsidiary or other portion thereof based on information supplied by Parent or on behalf of the Company or any Company Subsidiary Merger Sub in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Securities Act and the Form S-4 or Exchange Act and the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations promulgated thereunder.

Information Supplied. None of the information supplied relating to SOR II or to be supplied any SOR II Subsidiary contained or incorporated by reference in the Proxy Statement or on behalf of the Company Form S-4 or that is provided by SOR II or any SOR II Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4Proxy Statement, at the time such document is filed with of the SECmailing thereof, at any time such document is amended or supplemented or at the time it of the Stockholders Meeting, at the time the Form S-4 is declared effective under the Securities Acteffective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy StatementForm S-4, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 such document is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company SOR II is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to SOR II, its officers, directors and partners and the Company or any Company Subsidiary SOR II Subsidiaries (or other information supplied by or on behalf of the Company SOR II or any Company Subsidiary SOR II Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park SOR Parties.

Information Supplied. None of the information supplied or relating to be supplied by or on behalf of Company and the Company Subsidiaries contained in the Proxy Statement or that is provided by Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the Proxy Statement SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time such document it is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the mailing thereof, at the time the Company Shareholder MeetingStockholder Meeting is held, or at the time that the Form S-4 is declared effectiveeffective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by Company with the SEC in connection with the First Merger, the Second Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that The Form S-4 and the Proxy Statement will (with respect to Company, its officers and directors and the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will Subsidiaries) comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information that were not supplied to the Company by or on behalf of the Park PartiesCompany or any Company Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Parent, Parent OP, OP Merger Sub and IRT LP LLC for inclusion or incorporation by reference in (a) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement that it is first mailed to the Company’s shareholders stockholders or Parent’s stockholders, at the time of the Company Shareholder Stockholder Meeting or Parent Stockholder Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that The Joint Proxy Statement, at the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, date such materials are first mailed to the extent relating to Company’s stockholders or Parent’s stockholders and at the Company or any Company Subsidiary or other information supplied by or on behalf time of the Company or any Company Subsidiary for inclusion thereinStockholder Meeting and the Parent Stockholder Meeting, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions requirements of any applicable Law as to the information required to be contained thereinExchange Act and the rules and regulations thereunder. No representation or warranty is made hereunder as by Parent, Parent OP, OP Merger Sub and IRT LP LLC in this Section 4.06 with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent therein based upon on information supplied to by the Company, the Company OP, or any of their respective Representatives for inclusion or incorporation by or on behalf of the Park Partiesreference therein.

Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of the Company UTC for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document the Form S-4 is filed with the SEC, and at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they are made, not misleading, or (bii) in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the CompanyUTC’s shareholders stockholders or at the time of the Company Shareholder UTC Stockholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that The Form S-4 and the Company is responsible for filing Joint Proxy Statement shall comply as to form in all material respects with the SEC in connection requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation or warranty is made by UTC with the transactions contemplated herein, respect to the extent relating to the Company statements made or any Company Subsidiary or other incorporated by reference therein based on information supplied by or on behalf of Raytheon for inclusion or incorporation by reference in the Company Form S-4 or the Joint Proxy Statement. (ii) None of the information supplied or to be supplied by UTC or any Company Subsidiary of its subsidiaries for inclusion or incorporation by reference in the SpinCo Registration Statements will, at the time each such SpinCo Registration Statement becomes effective under the Exchange Act or the Securities Act, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, will in the light of the circumstances under which they are made, not misleading. The SpinCo Registration Statements shall comply as to form, form in all material respects, respects with the provisions requirements of the Securities Exchange Act or Exchange the Securities Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesthereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC by Parent in connection with the case registration of the Holdco Stock Issuance, issuance of the Replacement Warrants and the shares of Holdco Common Stock underlying the Replacement Warrants (the “Form S-4”) will, at the time such document the Form S-4 is filed with the SEC, and at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, . None of the information supplied or (b) to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the case of joint proxy statement to be filed with the SEC and sent to the Company’s stockholders in connection with the Mergers and the other transactions contemplated by this Agreement and to the Parent’s stockholders in connection with the Holdco Stock Issuance and the Holdco Charter Amendment (including any amendments or supplements thereto, the “Joint Proxy Statement”) will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders and Parent’s stockholders or at the time of the Company Shareholder Meeting, Stockholders Meeting or Parent Stockholders Meeting or at the time that the Form S-4 is declared effectiveof any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are were made, not misleading. All documents that Notwithstanding the foregoing, no representation or warranty is made by the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, respect to the extent relating to the Company statements made or any Company Subsidiary or other incorporated by reference therein based on information that was not supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesCompany.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the registration statement on Form S-4 or to be filed by Parent in connection with the Proxy Statement will (a) issuance of Parent Common Stock in the case of Merger (the “Form S-4”) shall not, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents , except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or any of its representatives expressly for inclusion therein. The information supplied or to be supplied by the Company for inclusion in the proxy statement relating to the Company Shareholders’ Meeting including in the Form S-4 (the “Proxy Statement/Prospectus”) will not, at the time the Proxy Statement/Prospectus is responsible for filing with first mailed to the SEC shareholders of the Company and at the time of any meeting of Company shareholders to be held in connection with the transactions contemplated hereinMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent in writing expressly for inclusion therein. The Form S-4 and the Proxy Statement/Prospectus (solely with respect to the extent portion thereof relating to the Company or Shareholders’ Meeting but excluding any Company Subsidiary or other portion thereof based on information supplied by or on behalf of the Company Parent or any Company Subsidiary of its representatives expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Securities Act and the Form S-4 or Exchange Act and the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations promulgated thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Sailfish for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) the registration statement on Form S-4 to be filed with the SEC by New Sailfish pursuant to which the issuance of shares of New Sailfish Common Stock pursuant to the Merger will be registered with the SEC and in which the case of Combined Consent Statement/Prospectus will be included as a prospectus, including any amendments or supplements thereto and any other document incorporated or referenced therein (the Form S-4“Registration Statement”) will, at the time such document the Registration Statement is filed with the SEC, at any time such document is amended or supplemented or SEC and at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or misleading and (b) in the case of Combined Consent Statement/Prospectus will, at the Proxy time the Combined Consent Statement, on the date such Proxy Statement /Prospectus is first mailed to the Company’s shareholders or stockholders of Sailfish and at the time of the Company Shareholder Sailfish Stockholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that The portions of the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information Combined Consent Statement/Prospectus supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, Sailfish will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained thereinSecurities Act and the Exchange Act and the rules and regulations thereunder. No representation or warranty is made hereunder as by Sailfish with respect to statements made therein based on information supplied by Green Energy or incorporated by reference its Subsidiaries specifically for inclusion in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesCombined Consent Statement/Prospectus.

Information Supplied. None of the information supplied relating to REIT II or to be supplied any REIT II Subsidiary contained or incorporated by reference in the Proxy Statement or on behalf of the Company Form S-4 or that is provided by REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4Proxy Statement, at the time such document is filed with of the SECmailing thereof, at any the time such document of the Stockholders Meeting, at the time the Form S-4 is amended or supplemented declared effective or at the time it is declared effective under the Securities ActREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy StatementForm S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company REIT II is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to REIT II, its officers, directors and partners and the Company or any Company Subsidiary REIT II Subsidiaries (or other information supplied by or on behalf of the Company REIT II or any Company Subsidiary REIT II Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in by the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park REIT I Parties.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company IRT for inclusion or (to the extent permitted by applicable rules of the SEC) incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4shall, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it Form S-4 is declared effective by the SEC under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, not misleadingmisleading and (ii) the Joint Proxy Statement shall, or (b) in the case of the Proxy Statement, on at the date such Proxy Statement is first mailed to holders of IRT Common Stock through and including the Company’s shareholders or at the time date of the Company Shareholder IRT Shareholders' Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact about IRT or omit to state any material fact about IRT required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to IRT or any of its affiliates or Subsidiaries occurs which is responsible for filing required to be described in any amendment of or supplement to the Form S-4 or the Joint Proxy Statement, such event promptly shall be so described and such amendment or supplement promptly shall be filed with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Actand, as applicable, and the required by applicable law (including applicable rules and regulations of the SEC thereunder and each such document required New York Stock Exchange), delivered to be filed with any Governmental Authority (other than the SEC) will holders of IRT Common Stock. The Joint Proxy Statement shall, on the date first mailed to holders of IRT Common Stock through and including the date of the IRT Shareholders' Meeting, comply as to form in all material respects with all applicable rules and regulations under the provisions Securities Act and the Exchange Act. All applications, filing and documents that IRT or any of its Subsidiaries or any applicable Law of their affiliates is responsible for filing with any Governmental Entity in connection with this Agreement or the transaction contemplated hereby shall comply as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference form in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesall material respects with all applicable laws and regulations.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of the Company Nova I or any Nova I Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case of the Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or common stockholders of Nova I, at the time of the Company Shareholder Nova I Stockholders Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Nova I Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. All documents that the Company Nova I or any Nova I Subsidiary is responsible for filing with the SEC in connection with the transactions contemplated hereinMergers, to the extent relating to the Company Nova I or any Company Nova I Subsidiary or other information supplied by or on behalf of the Company Nova I or any Company Nova I Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as The representations and warranties contained in this Section 4.01(v) will not apply to statements made or incorporated by reference omissions included in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company Nova I by or on behalf of the Park Other Parties.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Sirona for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or to be filed with the Proxy Statement will SEC by DENTSPLY in connection with the Merger (a) in the case of the “Form S-4”) will, at the time such document the Form S-4 is filed with the SEC, and at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) the Joint Proxy Statement will, at the date it or (b) in the case any amendment or supplement is mailed to each of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or holders of DENTSPLY Common Stock and Sirona Common Stock and at the time of each of the Company Shareholder DENTSPLY Shareholders Meeting and Sirona Shareholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading. All documents misleading (except that the Company no representation or warranty is responsible for filing with the SEC in connection with the transactions contemplated herein, made by Sirona to the extent relating such portions thereof that relate expressly to the Company DENTSPLY or any Company Subsidiary of its Subsidiaries, including Merger Sub, or other to statements made therein based on information supplied by or on behalf of the Company or any Company Subsidiary DENTSPLY for inclusion or incorporation by reference therein, ). The Form S-4 and Joint Proxy Statement will comply as to form, form in all material respects, respects with the provisions requirements of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesLaw.

Information Supplied. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company RMRM or any RMRM Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or holders of TRMT Common Shares and the holders of the RMRM Common Shares, at the time of the Company TRMT Shareholder Meeting and the RMRM Shareholder Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. All documents that the Company RMRM is responsible for filing with the SEC in connection with this Agreement, the transactions contemplated hereinMerger and the other Transactions, to the extent relating to the Company RMRM or any Company RMRM Subsidiary or other information supplied by or on behalf of the Company RMRM or any Company RMRM Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No . (b) Notwithstanding anything to the contrary in this Section 5.12, and for the avoidance of doubt, RMRM makes no representation or warranty is made hereunder as with respect to statements made or incorporated by reference incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based upon information supplied to the Company RMRM by or on behalf of the Park PartiesTRMT.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Company Caremark for inclusion or incorporation by reference in the registration statement on Form S-4 or the Proxy Statement will (a) any amendment or supplement thereto pursuant to which shares of CVS Stock issuable in the case of Merger will be registered with the Form S-4SEC (the “Registration Statement”) shall not at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such document is filed with the SEC, at any time such document is amended post-effective amendment or supplemented or at the time it is declared effective under the Securities Act, supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The information supplied by Caremark for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to the Caremark stockholders and CVS stockholders in connection with the Merger and the other transactions contemplated by this Agreement (b) in the case of the “Joint Proxy Statement”) shall not, on the date such the Joint Proxy Statement is first mailed to the Company’s shareholders stockholders of each of Caremark and CVS, at the time of the Caremark Stockholder Approval or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveCVS Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that the Company is responsible for filing with the SEC The representations and warranties contained in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, this Section 4.09 will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as not apply to statements made or omissions included or incorporated by reference in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company furnished by CVS or on behalf any of the Park Partiesits representatives specifically for use or incorporation by reference therein.

Information Supplied. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company TRMT or any TRMT Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or holders of TRMT Common Shares and the holders of the RMRM Common Shares, at the time of the Company TRMT Shareholder Meeting and the RMRM Shareholder Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. All documents that the Company TRMT is responsible for filing with the SEC in connection with this Agreement, the transactions contemplated hereinMerger and the other Transactions, to the extent relating to the Company TRMT or any Company TRMT Subsidiary or other information supplied by or on behalf of the Company TRMT or any Company TRMT Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No . (b) Notwithstanding anything to the contrary in this Section 4.12, and for the avoidance of doubt, TRMT makes no representation or warranty is made hereunder as with respect to statements made or incorporated by reference incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based upon information supplied to the Company TRMT by or on behalf of the Park PartiesRMRM.

Information Supplied. None of the information supplied or to be supplied provided by or on behalf of the Company Parent or its Subsidiaries for inclusion or incorporation by reference in the Form S-4 Proxy Statement or the Proxy Statement will (a) in the case of the Form S-4Schedule 13E-3 will, at the time such document is filed with date mailed to the SEC, at any time such document is amended or supplemented or Company’s stockholders and at the time it is declared effective under of any meeting of Company stockholders to be held in connection with the Securities ActMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, except that no representation or (b) warranty is made by Parent with respect to statements made therein that were not specifically supplied in writing by or on behalf of Parent. The information supplied or to be supplied by Parent or the Trust for inclusion in the case of the Proxy StatementForm S-4 shall not, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is filed with the SEC or at any time such document is amended or supplemented or declared effectiveeffective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing The Form S-4 (solely with the SEC in connection with the transactions contemplated herein, respect to the extent relating to the Company or any Company Subsidiary or other portion thereof based on information supplied or to be supplied by Parent or on behalf of the Company or any Company Subsidiary Trust for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by Parent or the Trust) will comply as to form, form in all material respects, respects with the provisions of the Securities Act or and the Exchange Act, as applicable, Act and the rules and regulations of the SEC promulgated thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) Entity will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Parties.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation in (i) the registration statement on Form S-4 to be filed with the SEC by reference Parent in connection with the issuance of the Parent Common Stock in the Form S-4 or the Proxy Statement will Merger (a) in the case of the such Form S-4, as amended or supplemented, is herein referred to as the "Form S-4") will, at the time such document the Form S-4 is filed with the SEC, and at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or (bii) the proxy statement to be sent to the stockholders of the Company in connection with the case of Stockholders Meeting (as defined in Section 5.2(b)) (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement/Prospectus") will, at the date the Proxy Statement, on the date such Proxy Statement /Prospectus is first mailed to the Company’s shareholders 's stockholders or at the time of the Company Shareholder Stockholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. All documents that , or contain any statement which at the Company time and in the light of the circumstances under which it is responsible for filing made is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the SEC statements therein not false or misleading or necessary to correct any statement in connection any earlier communication with the transactions contemplated herein, respect to the extent relating to solicitation of a proxy for the Company Stockholders Meeting which has become false or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained thereinmisleading. No representation or warranty is made hereunder as by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent Statement/Prospectus based upon on information supplied to in writing by Parent specifically for inclusion or incorporation in the Company by Form S-4 or on behalf of the Park PartiesProxy Statement/Prospectus.

Information Supplied. None of the information supplied or relating to be supplied by or on behalf of the Company and the Company Subsidiaries contained in the Proxy Statement/Prospectus or that is provided by the Company and the Company Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the Proxy Statement SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy Statement/Prospectus, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, mailing thereof or at the time that the Form S-4 Company Shareholder Meeting is declared effectiveheld, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by the Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that The Form S-4 and the Proxy Statement/Prospectus will (with respect to the Company, its officers and trustees and the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will Subsidiaries) comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information Statement/Prospectus that were not supplied to the Company by or on behalf of the Park PartiesCompany or any Company Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Colonial and Colonial LP in writing for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement will (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Joint Proxy Statement, on at the date time such Joint Proxy Statement is first mailed to the CompanyColonial’s shareholders or at the time of the Company Colonial Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that The Form S-4 and the Company is responsible for filing Joint Proxy Statement will (with respect to Colonial, its officers and directors and the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will Colonial Subsidiaries) comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained thereinSecurities Act and the Exchange Act and the rules and regulations thereunder. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement to the extent based upon information that were not supplied to the Company by or on behalf of Colonial or Colonial LP. None of the Park Partiesinformation supplied or to be supplied by or on behalf of Colonial or Colonial LP in writing for inclusion in the MAA Consent Solicitation will, at the time of the mailing thereof, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, that no representation or warranty is made hereunder as to statements made in the MAA Consent Solicitation that were not supplied by or on behalf of Colonial or Colonial LP.

Information Supplied. None of the information supplied relating to the REIT I Parties or to be supplied any other REIT I Subsidiary contained or incorporated by reference in the REIT I Proxy Statement or on behalf the Form S-4 or that is provided by any of the Company REIT I Parties or any other REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4REIT I Proxy Statement, at the time such document is filed with of the SECinitial mailing thereof, at any the time such document of the REIT I Stockholders Meeting, at the time the Form S-4 is amended or supplemented declared effective by the SEC or at the time it is declared effective under the Securities ActREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy StatementForm S-4 or with respect to any other document to be filed by REIT I with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company REIT I is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to REIT I, its officers, directors and partners and the Company or any Company Subsidiary REIT I Subsidiaries (or other information supplied by or on behalf of the Company REIT I or any Company Subsidiary REIT I Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf requirements of the Park Parties.Securities Act and the Exchange Act; provided, that no 38

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company ONEOK for inclusion or incorporation by reference in the Registration Statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC by NewCorp in connection with the issuance of shares of NewCorp Common Stock in the case of Merger (the "Form S-4") will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared Form S-4 becomes effective under the Securities ActAct or at the Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and none of the information supplied or (b) to be supplied by ONEOK and included or incorporated by reference in the case of the Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s shareholders stockholders of ONEOK or at the time of the Company Shareholder Meeting, meeting of such stockholders to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Merger Effective Time any event with respect to ONEOK or any of its Subsidiaries, or with respect to other information supplied by ONEOK for inclusion in the Proxy Statement or the Form S-4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the Proxy Statement or the Form S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating stockholders of ONEOK. The Proxy Statement, insofar as it relates to the Company ONEOK or any Company Subsidiary its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary ONEOK for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by NewCo REIT, W. P. Xxxxx or on behalf of the Company Merger Sub in writing for inclusion or incorporation by reference in the Form S-4 S-4, the Joint Proxy Statement/Prospectus or in any materials to be delivered by NewCo REIT, W. P. Xxxxx or Merger Sub to potential financing sources in connection with the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that , (b) in the Company case of the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the W. P. Xxxxx Stockholder Meeting is responsible for filing with to be held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the SEC statements therein not misleading or (c) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated hereinby this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to the extent relating to the Company or state any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document fact required to be filed stated therein or necessary in order to make the statements therein not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with any Governmental Authority (other than respect to NewCo REIT, W. P. Xxxxx, Merger Sub, their respective officers and directors and the SECW. P. Xxxxx Subsidiaries) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesCPA15.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Company Linn Parties in writing expressly for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4shall not, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents , except that no representation or warranty is made by the Linn Parties with respect to statements made or incorporated by reference therein based on information supplied by the Company in writing expressly for inclusion therein. The information supplied or to be supplied by the Linn Parties in writing expressly for inclusion in the Joint Proxy Statement/Prospectus shall not, at the time the Joint Proxy Statement/Prospectus is responsible for filing with first mailed to the SEC stockholders of the Company and shareholders of LinnCo or the members of Linn, and at the time of any meeting of Company stockholders, LinnCo shareholders or Linn members to be held in connection with the transactions contemplated hereinMergers and the Contribution and Issuance, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the extent relating statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Linn Parties with respect to the Company statements made or any Company Subsidiary or other incorporated by reference therein based on information supplied by or on behalf of the Company in writing expressly for inclusion therein. The Form S-4 and the Joint Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or any Company Subsidiary to be supplied by a Linn Party in writing expressly for inclusion therein, but excluding any portion thereof based on information supplied by the Company in writing expressly for inclusion therein, with respect to which no representation or warranty is made by either Linn Party) will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Securities Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesExchange Act.

Information Supplied. None of the information supplied provided (or to be supplied provided) in writing by or on behalf of the Company or its Subsidiaries specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) the registration statement on Form S-4 to be filed with the SEC by Sodium in connection with the case issuance of Sodium Shares as Equity Consideration (which will include the Form S-4Proxy Statement/Prospectus) (the “Registration Statement”) will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or (b) in the case of the Proxy Statement/Prospectus will, on the date such Proxy Statement it is first mailed to the Company’s shareholders or stockholders and at the time of the Company Shareholder Stockholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that The Proxy Statement/Prospectus and the Registration Statement (solely with respect to the portion thereof based on information supplied by the Company or its Subsidiaries for inclusion or incorporation by reference therein, but excluding any portion thereof based on information supplied by Sodium, Sodium US, Merger Sub or their Affiliates for inclusion or incorporation by reference therein, with respect to which no representation is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to made by the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, its Subsidiaries) will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of any applicable Law as to the information required to be contained therein. No this Section 3.14, no representation or warranty is made hereunder as by the Company with respect to information or statements made or incorporated by reference in the Form S-4 Registration Statement or the Proxy Statement to the extent based upon information Statement/Prospectus that were not specifically supplied to the Company in writing by or on behalf of the Park PartiesCompany.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Company Cyclone for inclusion or incorporation by reference in the registration statement on Form S-4 or the Proxy Statement will (a) any amendment or supplement thereto pursuant to which shares of Hurricane Stock issuable in the case of Merger will be registered with the Form S-4SEC (the “Registration Statement”) shall not at the time the Registration Statement is filed with the SEC and at the time it time it is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such document is filed with the SEC, at any time such document is amended post-effective amendment or supplemented or at the time it is declared effective under the Securities Act, supplement becomes effective) contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The information supplied by Cyclone for inclusion in the joint proxy statement/prospectus, or any amendment or supplement thereto, to be sent to Cyclone stockholders and Hurricane stockholders in connection with the Merger and the other transactions contemplated by this Agreement (b) in the case of the “Joint Proxy Statement”) shall not, on the date such the Joint Proxy Statement is first mailed to the Company’s shareholders stockholders of each of Cyclone and Hurricane, at the time of the Cyclone Stockholder Approval or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveHurricane Stockholder Approval, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that the Company is responsible for filing with the SEC The representations and warranties contained in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, this Section 4.08 will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as not apply to statements made or omissions included or incorporated by reference in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company furnished by Hurricane or on behalf any of the Park Partiesits representatives specifically for use or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Dish for inclusion or incorporation by reference in (i) the Form S-4 Registration Statement will, at the time the Registration Statement is filed with the SEC and at the time it becomes effective under the Securities Act (or, with respect to any post-effective amendment or the Proxy Statement will (a) in the case of the Form S-4supplement, at the time such document is filed with the SEC, at any time such document is amended post-effective amendment or supplemented or at the time it is declared effective under the Securities Actsupplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case of the Proxy StatementResale Registration Statement will, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or Resale Registration Statement is filed with the SEC and at the time that it becomes effective under the Form S-4 is declared Securities Act (or, with respect to any post-effective amendment or supplement, at the time such post-effective amendment or supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. All documents that the Company is responsible for filing with the SEC misleading or (iii) any blue sky or other state filings made in connection with the transactions contemplated herein, Regulation D offering contain any untrue statement of a material fact or omit to the extent relating to the Company or state any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document fact required to be filed with any Governmental Authority (other than stated therein or necessary to make the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained thereinstatements therein not misleading. No representation or warranty is made hereunder as by Dish with respect to statements made or incorporated by reference therein based on information supplied by Soap for inclusion or incorporation by reference in the Form S-4 Registration Statement or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesResale Registration Statement.

Information Supplied. None Subject to the Company's fulfillment of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the information supplied or to be supplied by or on behalf of Exchange Act and any other applicable Law; and the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement Offer Documents will (a) in the case of the Form S-4not, at the time such document is respective times they are filed with the SECSEC or published, at any time such document is amended sent or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed given to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that Notwithstanding the Company is responsible for filing with the SEC in connection with the transactions contemplated hereinforegoing, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No no representation or warranty is hereby made hereunder as by Parent or Sub with respect to statements made any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in in, the Form S-4 Offer Documents. None of the information supplied or to be supplied by USX, Parent or Sub for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the extent based upon Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If any time prior to the Effective Time any event with respect to Parent or Sub, or with respect to any information supplied by USX, Parent or Sub for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Sub shall so describe the event to the Company by or on behalf of the Park PartiesCompany.

Information Supplied. No statement, certificate, instrument or other writing furnished or to be furnished by Provident or any affiliate (as defined in Section 8.03) thereof to UNUM pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company Provident for inclusion or incorporation by reference in in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document the Form S-4 is filed with the SEC, at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or (bii) in the case of the Joint Proxy StatementStatement will, on at the date such the Joint Proxy Statement is first mailed to the Company’s shareholders Provident's stockholders or at the time of the Company Shareholder Provident Stockholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that The Form S-4 and the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, Joint Proxy Statement will comply as to form, form in all material respects, respects with the provisions requirements of the Securities Act or and the Exchange Act, as applicable, and the respective rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No promulgated thereunder, except that no representation or warranty is made hereunder as by Provident with respect to statements made or incorporated by reference therein based on information supplied by UNUM specifically for inclusion or incorporation by reference in the Form S-4 or the Joint Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesStatement.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Velodyne for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or to be filed with the Proxy Statement will SEC by Ouster in connection with the Mergers (a) in the case of the “Form S-4”) will, at the time such document the Form S-4 is filed with the SEC, and at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and (ii) the Joint Proxy Statement will, at the date it or (b) in the case any amendment or supplement is mailed to each of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or holders of Ouster Common Stock and Velodyne Common Stock and Velodyne Preferred Stock (if any) and at the time of each of the Company Shareholder Ouster Stockholders Meeting and Velodyne Stockholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading. All documents misleading (except that the Company no representation or warranty is responsible for filing with the SEC in connection with the transactions contemplated herein, made by Velodyne to the extent relating such portions thereof that relate expressly to the Company Ouster or any Company Subsidiary of its Subsidiaries, including Merger Sub I and Merger Sub II, or other to statements made therein based on information supplied by or on behalf of the Company or any Company Subsidiary Ouster for inclusion or incorporation by reference therein, ). The Form S-4 and the Joint Proxy Statement will comply as to form, form in all material respects, respects with the provisions requirements of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesLaw.

Information Supplied. None of the information supplied relating to REIT II or to be supplied any REIT II Subsidiary contained or incorporated by reference in the REIT II Proxy Statement or on behalf of the Company Form S-4 or that is provided by REIT II or any REIT II Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4REIT II Proxy Statement, at the time such document is filed with of the SECinitial mailing thereof, at any the time such document of the REIT II Stockholders Meetings, at the time the Form S-4 is amended or supplemented declared effective by the SEC or at the time it is declared effective under the Securities ActREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy StatementForm S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company REIT II is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to REIT II, its officers, directors and partners and the Company or any Company Subsidiary REIT II Subsidiaries (or other information supplied by or on behalf of the Company REIT II or any Company Subsidiary REIT II Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park REIT I Parties.

Information Supplied. None Subject to the accuracy of the representations and warranties of Parent and Merger Sub set forth in Section 5.11, none of the information supplied (or to be supplied supplied) in writing by or on behalf of the Company specifically for inclusion or incorporation by reference in (a) the Form S-4 or to be filed with the Proxy Statement will (a) SEC by Parent in connection with the case of Share Issuance will, at the time the Form S-4, at the time such document or any amendment or supplement thereto, is filed with the SEC, at any time such document is amended or supplemented SEC or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in light of the circumstances under which they are made, not misleading, or and (b) the proxy statement to be sent to the Company Stockholders in connection with the case of Company Stockholders’ Meeting (such proxy statement, amended or supplemented, being referred to herein as the “Proxy Statement”) will, on the date such Proxy Statement it is first mailed to the Company’s shareholders or Company Stockholders, and at the time of the Company Shareholder Stockholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that , or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Company is responsible Stockholders’ Meeting or the subject matter thereof which have become false or misleading. The Proxy Statement (except for filing such portions thereof that relate only to Parent or any Subsidiary of Parent) will comply as to form in all material respects with the SEC in connection with applicable requirements of the transactions contemplated hereinExchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, to the extent relating to the Company makes no representation or any Company Subsidiary or other warranty with respect to information supplied by or on behalf of the Company Parent or any Company Subsidiary Merger Sub for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated incorporation by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf any of the Park Partiesforegoing documents.

Information Supplied. None of the information -------------------- supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC by Parent in connection with the issuance of shares of Parent Common Stock in the case of Merger (the Form "S-4") will, at the time such document the S-4 is filed with the SEC, at any time such document is amended or supplemented or SEC and at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or and (bii) in the case proxy statement relating to the meeting of the Company's shareholders, and, if required, a meeting of Parent's shareholders, to be held in connection with the Merger (the "Proxy Statement") will, on at the date such Proxy Statement is first mailed to the Company’s shareholders or and at the time times of the Company Shareholder Meeting, meeting or at meetings of shareholders to be held in connection with the time that the Form S-4 is declared effectiveMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company is responsible for filing shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating shareholders of the Company. The Proxy Statement, insofar as it relates to the Company or any Company Subsidiary or other information supplied by or on behalf meeting of the Company or any Company Subsidiary for inclusion thereinCompany's shareholders to vote on the Merger, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied relating to Parent and the Parent Subsidiaries contained in the Proxy Statement or to be supplied that is provided by or on behalf of Parent and the Company Parent Subsidiaries in writing for inclusion or incorporation by reference in the Form S-4 or any other document filed with the Proxy Statement SEC in connection with the transactions contemplated by this Agreement will (a) in the case of the Form S-4, at the time such document it is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the mailing thereof, at the time the Company Shareholder MeetingStockholder Meeting is held, or at the time that the Form S-4 is declared effectiveeffective or at the Second Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, or (c) with respect to any other document to be filed by Parent with the SEC in connection with the First Merger, the Second Merger or the other transactions contemplated by this Agreement, at the time of its filing with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that The Form S-4 and the Company is responsible for filing Proxy Statement will (with respect to Parent, its officers and directors and the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will Parent Subsidiaries) comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information that were not supplied to the Company by or on behalf of the Park PartiesParent or any Parent Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Purchaser expressly for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to Purchaser’s or Purchaser’s shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Actmay be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading; provided, however, no representation or warranty is made as to the accounting treatment of Purchaser’s issued and outstanding warrants, or as to any deficiencies in disclosure (bincluding with respect to accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities in the case Purchaser’s financial statements. None of the Proxy Statement, on the date such Proxy Statement is first mailed information supplied or to the Company’s shareholders be supplied by Purchaser expressly for inclusion or at the time incorporation by reference in any of the Company Shareholder MeetingSigning Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or at the time that the Form S-4 is declared effectivedistributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that Notwithstanding the Company is responsible for filing foregoing, Purchaser makes no representation, warranty or covenant with the SEC in connection with the transactions contemplated herein, respect to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of Purchaser, the Company Target Companies or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiestheir respective Affiliates.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in (a) the Form S-4 or to be filed with the Proxy Statement will (a) SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the case of Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time such document the Form S-4 is filed with the SEC, at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that misleading and (b) the proxy statement to be sent to the stockholders of the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Stockholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement”) will, at the date it, or any amendment or supplement to it, is mailed to stockholders of the Company Subsidiary and at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or other omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading (except that no representation or warranty is made by the Company regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of the Company Parent or any Company Subsidiary of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference therein, ). The Proxy Statement will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf requirements of the Park PartiesExchange Act and the rules and regulations promulgated thereunder.

Information Supplied. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or holders of the Company Common Shares and the holders of the Parent Common Shares, at the time of the Company Shareholder Meeting and the Parent Shareholder Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with this Agreement, the Merger and the other transactions contemplated hereinhereby, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority . (other than the SECb) will comply in all material respects with the provisions of any applicable Law as Notwithstanding anything to the information required to be contained therein. No contrary in this Section 4.12, the Company makes no representation or warranty is made hereunder as with respect to statements made or incorporated by reference incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based upon information supplied to the Company by or on behalf of the Park PartiesParent.

Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of the Company Excel for inclusion in, or incorporation incorporated by reference in from the Excel Disclosure Documents in, (A) the Form S-4 or the Proxy Statement will F-4 (aas defined in Section 5.1) in the case of the Form S-4will, at the time such document the Form F-4 is filed with the SEC, at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or misleading and (bB) in the case of the Joint Information Statement/Proxy Statement/Prospectus (as defined in Section 5.1) will, on the date such Proxy Statement it is first mailed to the Company’s stockholders of Excel or the shareholders of Teleglobe or at the time of the Company Shareholder Excel Stockholders Meeting, if any, or at the time that the Form S-4 is declared effectiveTeleglobe Shareholders Meeting (each as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that The Form F-4 and the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, Joint Information Statement/Proxy Statement/ Prospectus will comply as to form, form in all material respects, respects with the provisions applicable requirements of the Exchange Act and the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority thereunder. (other than ii) Notwithstanding the SEC) will comply in all material respects with the foregoing provisions of any applicable Law as to the information required to be contained therein. No this Section 3.1(f), no representation or warranty is made hereunder as by Excel with respect to statements made or incorporated by reference in the Form S-4 F-4 or the Joint Information Statement/Proxy Statement Statement/Prospectus based on information supplied by Teleglobe for inclusion or incorporation by reference therein. (iii) If at any time prior to the extent based upon information supplied Effective Time any event relating to Excel or any of its Affiliates, officers or directors should be discovered by Excel which should be set forth in an amendment to the Company by Form F-4 or on behalf of a supplement to the Park PartiesJoint Information Statement/ Proxy Statement/Prospectus, Excel shall promptly inform Teleglobe.

Information Supplied. None of The information relating to the information supplied or Company and its Subsidiaries to be supplied by or on behalf of contained in the joint proxy statement in preliminary and definitive form relating to the Company for inclusion or incorporation by reference Special Meeting and the Parent Special Meeting, which will be used as a prospectus of Parent with respect to the Parent Shares issuable in the Merger (together with any amendments or supplements thereto, the “Joint Proxy Statement/Prospectus”), and the registration statement on Form S-4 or pursuant to which the Proxy Statement will (a) offer and sale of Parent Shares in the case Merger will be registered pursuant to the Securities Act and in which the Joint Proxy Statement/Prospectus will be included as a prospectus of Parent (together with any amendments or supplements thereto, the “Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b”) in the case of the Proxy Statementwill not, on the date such the Joint Proxy Statement Statement/Prospectus (and any amendment or supplement thereto) is first mailed to the Company’s shareholders of the Company and Parent or at the time the Form S-4 (and any amendment or supplement thereto) is declared effective or at the time of the Company Shareholder Special Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, at the time and in light of the circumstances under which they are were made, not false or misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority The Joint Proxy Statement/Prospectus (other than the SECportions thereof relating solely to the meeting of the shareholders of Parent) will comply in all material respects as to form with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Notwithstanding the foregoing provisions of any applicable Law as to the information required to be contained therein. No this Section 3.12, no representation or warranty is made hereunder as by the Company with respect to information or statements made or incorporated by reference in the Joint Proxy Statement/Prospectus or the Form S-4 or the Proxy Statement to the extent based upon information which were not supplied to the Company by or on behalf of the Park PartiesCompany.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of the Company Newco Parties for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4S-11 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case of the Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders common stockholders of Nova I or Nova II, at the time of the Company Shareholder Nova I Stockholders Meeting or Nova II Stockholders Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Nova I Merger Effective Time or Nova II Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. All documents that the Company is Newco Parties are responsible for filing with the SEC in connection with the transactions contemplated hereinMergers, to the extent relating to the Company or any Company Subsidiary Newco Parties or other information supplied by or on behalf of the Company or any Company Subsidiary Newco Parties for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as The representations and warranties contained in this Section 4.04(e) will not apply to statements made or incorporated by reference omissions included in the Form S-11, Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or Newco Parties on behalf of the Park Other Parties.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Drilex for inclusion or incorporation by reference in the Registration Statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC by Bakex Xxxhxx in connection with the issuance of shares of Bakex Xxxhxx Xxxmon Stock in the case of Merger (the Form "S-4") will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by Drilex and included or incorporated by reference in the case of the Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s shareholders stockholders of Drilex or at the time of the Company Shareholder Meeting, meeting of such stockholders to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to Drilex or any of its Subsidiaries, or with respect to other information supplied by Drilex for inclusion in the Proxy Statement or S-4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating stockholders of Drilex. The Proxy Statement, insofar as it relates to the Company Drilex or any Company Subsidiary its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary Drilex for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation in (i) the registration statement on Form S-4 to be filed with the SEC by reference Parent in connection with the issuance of the Parent Ordinary Shares in the Form S-4 or the Proxy Statement will Merger (a) in the case of the such Form S-4, as amended or supplemented, is herein referred to as the "Form S-4") will, at the time such document the Form S-4 is filed with the SEC, and at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading or (bii) the proxy statement to be sent to the stockholders of the Company in connection with the case of Stockholders Meeting (as defined in Section 5.2(b)) (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement/Prospectus") will, at the date the Proxy Statement, on the date such Proxy Statement /Prospectus is first mailed to the Company’s shareholders 's stockholders or at the time of the Company Shareholder Stockholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading or contain any statements which at the time and in the light of the circumstances under which it is made, is false or misleading with respect to any material fact, omit to state any material fact necessary in order to make the statements therein not false or misleading or necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the Stockholders Meeting which has become false or misleading. All documents that The Form S-4 will, as of its effective date, and the Company is responsible for filing with the SEC in connection with the transactions contemplated hereinprospectus contained therein will, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf as of the Company or any Company Subsidiary for inclusion thereinits date, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions requirements of any applicable Law the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement/Prospectus will comply as to form in all material respects with the information required to be contained thereinrequirements of the Exchange Act and the rules and regulations promulgated thereunder. No representation or warranty is made hereunder as by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent Statement/Prospectus based upon on information supplied to in writing by Parent specifically for inclusion or incorporation in the Company by Form S-4 or on behalf of the Park PartiesProxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of the Company Nova II or any Nova II Subsidiary for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case of the Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or common stockholders of Nova II, at the time of the Company Shareholder Nova II Stockholders Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Nova II Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. All documents that the Company Nova II or any Nova II Subsidiary is responsible for filing with the SEC in connection with the transactions contemplated hereinMergers, to the extent relating to the Company Nova II or any Company Nova II Subsidiary or other information supplied by or on behalf of the Company Nova II or any Company Nova II Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as The representations and warranties contained in this Section 4.02(v) will not apply to statements made or incorporated by reference omissions included in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company Nova II by or on behalf of the Park Other Parties.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Company for -------------------- inclusion or incorporation by reference in the Registration Statements on Form S-4 or to be filed with the Proxy Statement will Securities and Exchange Commission (a"SEC") by Parent in connection with the case issuance of the Parent Common Stock in or as a result of the transactions contemplated hereby (the "Form S-4") and any other registration statement on any applicable form to be filed with the SEC to facilitate the resale of shares issued to the Members hereunder (collectively, the "Registration Statements"), shall not at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it respective Registration Statement is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) . The information supplied by the Company for inclusion in the case proxy statement/prospectus to be sent to the Members of the Company in connection with the meeting of the Company's Members to consider the transactions contemplated by this Agreement (the "Members' Meeting") (such proxy statement/prospectus as amended or supplemented is referred to as the "Proxy Statement/Prospectus") shall not at the date the Proxy Statement, on the date such Proxy Statement /Prospectus is first mailed to the Company’s shareholders or Members, at the time of the Company Shareholder Meeting, or Members' Meeting and at the time that Effective Time, and the Form S-4 information supplied by the Company for inclusion in any prospectus to be used in connection with any Registration Statement filed by the Parent to facilitate the resale of shares issued hereunder by affiliates of the Company (a "Prospectus") shall not at the date such Prospectus is declared effectivefirst delivered to offerees and at the effective date of such Prospectus, contain be false or misleading with respect to any untrue statement of a material fact required to be stated therein, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not misleading. All documents that Notwithstanding the foregoing, the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No Members make no representation or warranty with respect to any information about, or supplied or omitted by, the Parent which is made hereunder as to statements made or incorporated by reference contained in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf any of the Park Partiesforegoing documents.

Information Supplied. None of the The information supplied or to be supplied by or on behalf of the Company in writing expressly for inclusion or incorporation by reference in the registration statement on Form S-4 or to be filed by LinnCo in connection with the Proxy Statement will (a) issuance of LinnCo Common Shares in the case of LinnCo Merger (the “Form S-4”) shall not, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents , except that no representation or warranty is made by the Company is responsible with respect to statements made or incorporated by reference therein based on information supplied by any Linn Party in writing expressly for filing with inclusion therein. The information supplied or to be supplied by the SEC Company in connection with writing expressly for inclusion in the transactions contemplated herein, to joint proxy statement/prospectus (the extent “Joint Proxy Statement/Prospectus”) relating to the Company or any Company Subsidiary or other information supplied by or on behalf Stockholders’ Meeting, the LinnCo Shareholders’ Meeting and the Linn Members’ Meeting included in the Form S-4 will not, at the time the Joint Proxy Statement/Prospectus is first mailed to the stockholders of the Company Company, the shareholders of LinnCo or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions members of the Securities Act or Exchange ActLinn, as applicable, and at the rules time of any meeting of Company stockholders, LinnCo shareholders or Linn members to be held in connection with the Mergers and regulations the Contribution and Issuance, contain any untrue statement of the SEC thereunder and each such document a material fact or omit to state any material fact required to be filed stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made or incorporated by reference therein based on information supplied by the Linn Parties in writing expressly for inclusion therein. The Form S-4 and the Joint Proxy Statement/Prospectus (solely with respect to the portion thereof based on information supplied or to be supplied by the Company in writing expressly for inclusion therein but excluding any Governmental Authority (other than portion thereof based on information supplied by the SECLinn Parties in writing expressly for inclusion therein, with respect to which no representation or warranty is made by the Company) will comply as to form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Securities Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesExchange Act.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Camco for inclusion or incorporation by reference in the Registration Statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC in connection with the issuance of shares of Schlumberger Common Stock in the case of Merger (the Form "S-4") will, at the time such document the S-4 is filed with the SEC, at any time such document is amended SEC or supplemented or at the time when it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by Camco and included or incorporated by reference in the case of the Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s shareholders stockholders of Camco or at the time of the Company Shareholder Meeting, or at meeting of such stockholders to be held in connection with the time that the Form S-4 is declared effectiveMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to Camco or any of its Subsidiaries, or with respect to other information supplied by Camco for inclusion in the Proxy Statement or S-4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating stockholders of Camco. The Proxy Statement, insofar as it relates to the Company Camco or any Company Subsidiary its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary Camco for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation Exchange Act and the rules and regulations thereunder, except that no representations or warranty is warranties are made hereunder as by Camco with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent therein based upon on information supplied to the Company by or on behalf any member of the Park PartiesSTC Affiliated Group.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Park Parties for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders shareholders, or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company Park is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Park Parties or any Company other Park Subsidiary or other information supplied by or on behalf of the Company Park Parties or any Company other Park Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information that were not supplied to the Company by or on behalf of the Park Parties.

Information Supplied. None Assuming the accuracy of information supplied by LabOne for inclusion therein, none of the information supplied or to be supplied by or on behalf of the Company Holdings for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by Holdings and included or incorporated by reference in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to will, at the Company’s shareholders time of mailing thereof or at the time of the Company Shareholder Meeting, meetings of the stockholders of Holdings or LabOne to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to Holdings, or with respect to other information supplied by Holdings for inclusion in the Proxy Statement or S-4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating stockholders of Holdings and LabOne. The S-4 and the Proxy Statement, insofar as they relate to the Company or any Company Subsidiary Holdings or other information supplied by or on behalf of the Company or any Company Subsidiary Holdings for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the registration statement on Form S-4 to be filed by the Buyer with the Securities and Exchange Commission (the “Commission”) in connection with the registration of the Buyer Common Stock issuable upon conversion of the Company Common Stock in the Merger, and any amendments thereto (the “Form S-4”), the proxy statement filed by the Company with the Commission in connection with the meeting of the Company’s stockholders with respect to the Merger (the “Company Stockholders Meeting”) or the proxy statement filed by the Buyer with the Commission in connection with the meeting of the Buyer’s stockholders with respect to the Merger (the “Buyer Stockholders Meeting”), if any, and, in each case, any amendments or supplements thereto, either or both of which shall be the same as a proxy statement/prospectus contained in the Form S-4 (each such proxy statement/prospectus and any amendments or supplements thereto, collectively referred to herein as the “Joint Proxy Statement will Statement/Prospectus”), will, (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared Form S-4 becomes effective under the Securities ActAct or at the Effective Time, or (b) in the case of the Joint Proxy Statement/Prospectus, (i) at the time of the mailing of the Joint Proxy Statement/Prospectus and any amendments or supplements thereto, (ii) at the time of each of the Buyer Stockholders Meeting, if any, and the Company Stockholders Meeting, or (iii) at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereinThe Joint Proxy Statement/Prospectus will comply, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf as of the Company or any Company Subsidiary for inclusion thereinits mailing date, will comply as to form, form in all material respectsrespects with all applicable law, with including the provisions of the Securities Act or and the Securities Exchange ActAct of 1934, as applicableamended, and the rules and regulations of promulgated thereunder (the SEC thereunder and each such document required to be filed with any Governmental Authority (other than “Exchange Act”). Notwithstanding the SEC) will comply in all material respects with the foregoing provisions of any applicable Law as to this Section 3.4, the information required to be contained therein. No Company makes no representation or warranty is made hereunder as with respect to the statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement to the extent Statement/Prospectus, based upon on information supplied to the Company by Buyer for inclusion or on behalf of the Park Partiesincorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company LabOne for inclusion or incorporation by reference in Holdings's 1998 Form 10-Ks, Form 10-Qs or Form 8-Ks or the Registration Statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC by Holdings in connection with the issuance of shares of Surviving Corporation Common Stock in the case of Merger (the Form "S-4") will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities Act, and the rules and regulations thereunder or at the Effective Time (or in the case of Holdings's Form 10-K, upon filing thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by LabOne and included or incorporated by reference in the case of related joint proxy statement (the "Proxy Statement") will, on at the date such Proxy Statement is first mailed to the Company’s shareholders time of mailing thereof or at the time of the Company Shareholder Meeting, meetings of the stockholders of Holdings or LabOne to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to LabOne or any of its Subsidiaries, or with respect to other information supplied by LabOne for inclusion in the Proxy Statement or S-4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating stockholders of Holdings and LabOne. The S-4 and the Proxy Statement, insofar as they relate to the Company LabOne or any Company Subsidiary its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary LabOne for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Securities Act and the Form S-4 or Exchange Act, and the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Parent or on behalf of the Company Newco for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and none of the information supplied or (b) to be supplied by Parent or Newco and included or incorporated by reference in the case of the Proxy Statement/Prospectus will, on at the date such Proxy Statement is first mailed to stockholders of the Company’s shareholders or , at the time of the Company Shareholder Meetingmeeting of such stockholders to be held in connection with the Merger, at the date mailed to limited partners of WDOP and WROP or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to Parent or Newco or any of their Subsidiaries, or with respect to other information supplied by Parent or Newco for inclusion in the Proxy Statement/Prospectus or the S-4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement/Prospectus, such event shall be so described, and such amendment or supplement shall be promptly filed (if required to be filed) with the SEC in connection with the transactions contemplated hereinSEC. The Proxy Statement/Prospectus, insofar as it relates to the extent relating to the Company Parent or any Company Subsidiary Newco or other Subsidiaries of Parent or Newco or other information supplied by Parent or on behalf of the Company or any Company Subsidiary Newco for inclusion or incorporation by reference therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 Offer Documents or the Proxy Statement will (a) in the case of the Form S-4Debt Offer Documents will, at the time times such document is documents are filed with the SEC, at any time such document is amended or supplemented or at SEC and are mailed to stockholders of the time it is declared effective under the Securities ActCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 will not, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or Schedule 14D-9 is filed with the SEC and at all times prior to the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that Notwithstanding the foregoing, no representation or warranty is made by the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, respect to the extent relating to the Company or any Company Subsidiary or other information supplied in writing by or on behalf of the Company Merger Sub or Purchaser or any Company Subsidiary Affiliate of Merger Sub or Purchaser expressly for inclusion thereinin the Offer Documents or the Schedule 14D-9. The Schedule 14D-9 will, will at the time the Schedule 14D-9 is filed with the SEC, at the time it is mailed to the stockholders of the Company, and at the time any amendment or supplement thereto is filed with the SEC, comply as to form, form in all material respects, respects with the provisions of the Securities Exchange Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder thereunder. (b) The Proxy Statement (if any) will not, at the time the Proxy Statement is first mailed and each such document at the time of the Company Stockholders’ Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be filed with any Governmental Authority (other than stated therein or necessary to make the SEC) will comply statements therein, in all material respects with light of the provisions of any applicable Law as to the information required to be contained therein. No circumstances under which they are made, not misleading, except that no representation or warranty is made hereunder as by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company in writing by Merger Sub or on behalf Purchaser or any Affiliate of the Park PartiesMerger Sub or Purchaser.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Bakex Xxxhxx xx Sub for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by Bakex Xxxhxx xx Bakex Xxxhxx Xxx and included or incorporated by reference in the case of the Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s shareholders stockholders of Drilex or at the time of the Company Shareholder Meeting, meeting of such stockholders to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of 17 24 the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, If at any time prior to the extent relating Effective Time any event with respect to the Company Bakex Xxxhxx xx any of its Subsidiaries, or any Company Subsidiary or with respect to other information supplied by Bakex Hughxx xx Sub for inclusion in the Proxy Statement or on behalf S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC. The Proxy Statement, insofar as it relates to Bakex Xxxhxx, Xxb or other Subsidiaries of the Company or any Company Subsidiary Bakex Xxxhxx xx other information supplied by Bakex Xxxhxx xx Sub for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Company BitNile for inclusion or incorporation by reference in the Form S-4 Proxy Statement to be filed with the SEC by Giga in connection with the approval of the Share Exchange (and any other definitive proxy material filed by Giga on EXXXX relating to the Giga Stockholders Meeting or the Proxy Statement will (aConsent Solicitation) in the case of the Form S-4will, at the time such document the Proxy Statement is filed with the SECSEC by Giga in connection with the approval of the Share Exchange, and at any time such document it is amended or supplemented or at the time it is declared (or any post-effective amendment or supplement) becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, . None of the information supplied or (b) to be supplied by or on behalf of BitNile for inclusion or incorporation by reference in the case of the Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders Giga Stockholders or at the time of the Company Shareholder Meeting, Giga Stockholders Meeting or at the time that of any amendment or supplement thereof, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the Form S-4 statements made therein, in light of the circumstances under which they were made, not misleading. (b) None of the information supplied or to be supplied by or on behalf of BitNile for inclusion or incorporation by reference in the Registration Statement or any final prospectus with respect to the Offering shall, at the time the Registration Statement and each amendment or supplement thereto, if any, becomes effective under the Securities Act, or in the case of any final prospectus, filed with the SEC, at the time it is declared effectivefiled with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, therein not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Parties.

Information Supplied. None of the information supplied or to be -------------------- supplied by or on behalf of the Company Duke for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by Duke and included or incorporated by reference in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s shareholders of Duke and the stockholders of PanEnergy or at the time of the Company Shareholder Meeting, meeting of such shareholders or stockholders to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to Duke or any of its Subsidiaries, or with respect to other information supplied by Duke for inclusion in the Joint Proxy Statement or S-4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating shareholders of Duke. The Joint Proxy Statement, insofar as it relates to the Company Duke or any Company Subsidiary its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary Duke for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None (a) The Company and Parent each agrees, as to itself and its Subsidiaries, that none of the information supplied or to be supplied by it or on behalf of the Company its Subsidiaries for inclusion or incorporation by reference in (i) the Registration Statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC by Parent in connection with the issuance of shares of Parent Common Stock in the case of Merger (including the Form S-4joint proxy statement and prospectus (the "Prospectus/Proxy ---------------- Statement") constituting a part thereof) (the "S-4 Registration Statement") --------- -------------------------- will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and (ii) the Prospectus/Proxy Statement and any amendment or (b) in supplement thereto will, at the case date of mailing to shareholders of Company and Parent and at the times of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s meetings of shareholders or at the time of the Company Shareholder Meeting, or at and Parent to be held in connection with the time that the Form S-4 is declared effectiveMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. (b) As soon as practicable following the date of this Agreement, Company and Parent shall prepare the Prospectus/Proxy Statement. All documents that Company shall, in cooperation with Parent, file the Company is responsible for filing Prospectus/Proxy Statement with the SEC as its preliminary proxy statement and Parent shall, in connection cooperation with Company, prepare and file with the transactions contemplated herein, to SEC the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to formRegistration Statement, in all material respects, with which the provisions Prospectus/Proxy Statement will be included. Each of Company and Parent shall use commercially reasonable efforts to have the Registration Statement declared effective under the Securities Act or Exchange Act, as applicable, promptly as practicable after such filing and to keep the rules Registration Statement effective as long as is necessary to consummate the Merger. Parent and regulations of Company shall mail the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Prospectus/Proxy Statement to their respective stockholders as promptly as practicable after the extent based upon information supplied to Registration Statement is declared effective under the Company by Securities Act and, if necessary, after the Prospectus/Proxy Statement shall have been so mailed, promptly circulate supplemental or on behalf of the Park Partiesamended proxy material, and, if required in connection therewith, resolicit proxies.

Information Supplied. None of the information supplied relating to NNN REIT or to be supplied any NNN REIT Subsidiary contained or incorporated by reference in the REIT I Proxy Statement or on behalf of the Company Form S-4 or that is provided by NNN REIT or any NNN REIT Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4REIT I Proxy Statement, at the time such document is filed with of the SECinitial mailing thereof, at any the time such document of the REIT I Shareholders Meetings, at the time the Form S-4 is amended or supplemented declared effective by the SEC or at the time it is declared effective under the Securities ActMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy StatementForm S-4 or with respect to any other document to be filed by NNN REIT with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company NNN REIT is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to NNN REIT, its officers, directors and partners and the Company or any Company Subsidiary NNN REIT Subsidiaries (or other information supplied by or on behalf of the Company NNN REIT or any Company Subsidiary NNN REIT Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Parties.REIT I.

Information Supplied. None of the information supplied or to be supplied by the Company or any of its Subsidiaries to Parent or Pubco or their respective Representatives expressly for inclusion or incorporation by reference: (i) in any Report on behalf Form 8-K and any exhibits thereto of Parent or Pubco filed with the SEC with respect to the Transactions and/or any agreements ancillary hereto; (ii) in the Public Disclosure Documents; or (iii) in the mailings or other distributions to Parent’s stockholders with respect to the Extension Proxy Solicitation (if any), the Proxy Solicitation, the Registration Statement, the Warrant Tender Offer and/or Redemption Offer, or in any amendment to any of the Company documents identified in (i) through (iii), will, (A) when filed, made available, mailed or distributed or (B) with respect to the information expressly provided for inclusion or incorporation by reference in the Form S-4 Extension Proxy Solicitation (if any) or the Proxy Statement will (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder applicable Special Meeting, or at as the time that the Form S-4 is declared effectivecase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that None of the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, information supplied or to the extent relating to be supplied by the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in any of the Public Disclosure Documents will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither the Company Subsidiary nor the Members make any representation, warranty or other covenant with respect to any information or statements supplied or made by or on behalf of the Company Parent Parties or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiestheir Affiliates.

Information Supplied. None of the information supplied contained in the Joint Proxy Statement or to be supplied that is provided by Parent or on behalf any Subsidiary of the Company Parent for inclusion or incorporation by reference in the Form S-4 or any other document filed with the Proxy Statement SEC in connection with the Merger or the other transactions contemplated by this Agreement will (ai) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared Form S-4 becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) in the case of the Joint Proxy Statement, at the time of the mailing thereof or at the time the Company Shareholder Meeting is held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (biii) with respect to any other document to be filed by Parent with the SEC in connection with the case of Merger or the Proxy Statementother transactions contemplated by this Agreement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that The Form S-4 and the Company is responsible for filing Joint Proxy Statement will (with respect to Parent, its officers and directors and the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf Subsidiaries of the Company or any Company Subsidiary for inclusion therein, will Parent) comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. Notwithstanding the foregoing provisions of any applicable Law as to the information required to be contained therein. No this Section 3.2(p), no representation or warranty is made hereunder as by Parent with respect to information or statements made or incorporated by reference in the Form S-4 S-4, the Joint Proxy Statement or any other document to be filed with the SEC in connection with the Merger or the Proxy Statement to the extent based upon information other transactions contemplated by this Agreement that were not supplied to the Company by or on behalf of Parent or the Park PartiesSubsidiaries of Parent.

Information Supplied. No statement, certificate, instrument or other writing furnished or to be furnished by the Company or any affiliate (as defined in Section 8.03) thereof to Merger Co., or any affiliate thereof, pursuant to this Agreement or any other document, agreement or instrument referred to herein contains or will contain any untrue statement of material fact or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document the Form S-4 is filed with the SEC, at any time such document it is amended or supplemented or and at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingtherein, or (b) in the case light of the circumstances under which they are made, not misleading and (ii) the proxy statement to be sent to the stockholders of the Company in connection with the Company Stockholders Meeting (such proxy statement, as amended or supplemented, is herein referred to as the "Proxy Statement") will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or stockholders of the Company and at the time of the Company Shareholder Stockholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. All documents that The Form S-4 will, as of its effective date, and the Company is responsible for filing with the SEC in connection with the transactions contemplated hereinprospectus contained therein will, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf as of the Company or any Company Subsidiary for inclusion thereinits date, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions requirements of any applicable Law the Securities Act and the rules and regulations promulgated thereunder. The Proxy Statement will, at the time of the Company Stockholders Meeting, comply as to form in all material respects with the information required to be contained thereinrequirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. No Notwithstanding the foregoing, the Company makes no representation or warranty is made hereunder as with respect to statements made any information supplied by Merger Co. or incorporated by reference any of its affiliates or representatives specifically for inclusion in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesStatement.

Information Supplied. None Subject to the Company's fulfillment -------------------- of its obligations hereunder with respect thereto, the Offer Documents will contain (or will be amended in a timely manner so as to contain) all information which is required to be included therein in accordance with the Exchange Act and the rules and regulations thereunder and any other applicable Law and will conform in all material respects with the requirements of the information supplied or to be supplied by or on behalf of Exchange Act and any other applicable Law; and the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement Offer Documents will (a) in the case of the Form S-4not, at the time such document is respective times they are filed with the SECSEC or published, at any time such document is amended sent or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed given to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that Notwithstanding the Company is responsible for filing with the SEC in connection with the transactions contemplated hereinforegoing, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No no representation or warranty is hereby made hereunder as by Parent or Purchaser with respect to statements made any information supplied by the Company in writing for inclusion in, or with respect to the Company information derived from the Company's public SEC filings which is included or incorporated by reference in in, the Form S-4 Offer Documents. None of the information supplied or to be supplied by Parent or Purchaser for inclusion or incorporation by reference in, or which may be deemed to be incorporated by reference in, the Schedule 14D-9 or the Proxy Statement will, at the respective times the Schedule 14D-9 and the Proxy Statement are filed with the SEC or published, sent or given to the extent based upon Company's stockholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. If any time prior to the Effective Time any event with respect to Parent or Purchaser, or with respect to any information supplied by Parent or Purchaser for inclusion in the Schedule 14D-9 or the Proxy Statement, shall occur which is required to be described in an amendment of, or a supplement to, such document, Parent or Purchaser shall so describe the event to the Company by or on behalf of the Park PartiesCompany.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Duke for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by Duke and included or incorporated by reference in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s shareholders holders of Duke Common Stock and the holders of PanEnergy Common Stock or at the time of the Company Shareholder Meeting, meetings of such holders to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to Duke or any of its Subsidiaries, or with respect to other information supplied by Duke for inclusion in the Joint Proxy Statement or S- 4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating holders of Duke Common Stock. The Joint Proxy Statement, insofar as it relates to the Company Duke or any Company Subsidiary its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary Duke for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Parent specifically for inclusion or incorporation by reference in (a) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or of the Company and of Parent, at the time of the Parent Shareholders Meeting and the Company Shareholder Shareholders Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company Parent is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company Parent or any Company Subsidiary of Parent or other information supplied by or on behalf of the Company Parent or any Company Subsidiary of Parent for inclusion therein, will comply as to form, form in all material respects, respects with the provisions of the Securities Exchange Act or Exchange the Securities Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) in connection with the transactions contemplated herein will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No Notwithstanding the foregoing, no representation or warranty is made hereunder as by Parent with respect to statements made or incorporated by reference in the Form S-4 or the Joint Proxy Statement to the extent based upon on information supplied to by the Company specifically for inclusion or incorporation by or on behalf of the Park Partiesreference therein.

Information Supplied. None (a) The shareholder circular to be prepared by Parent and delivered to its shareholders in connection with the Parent Voting Proposals (the “Parent Shareholder Circular”) will, at the time it is first mailed to shareholders of Parent, be in accordance with facts and will not omit anything likely to affect the import of the information contained in such Parent Shareholder Circular. As of the time of the shareholder vote with respect to the Parent Voting Proposals, Parent shall have duly provided its shareholders, to the extent that Parent is obligated to do so, with all notices as to changes in relevant facts or circumstances since the delivery of the Parent Shareholder Circular that are necessary in order for such shareholders to duly vote upon the resolutions relating to the Parent Voting Proposals at such time. Notwithstanding the foregoing, Parent and Merger Sub make no representation or warranty with respect to information supplied or to be supplied specifically by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will Parent Shareholder Circular. (ab) in the case of the Form S-4The Schedule TO, at the time such document is when filed with the SEC, at any time such document is amended and the Offer Documents, when distributed or supplemented or disseminated to the Company’s shareholders, will comply as to form in all material respects with the applicable requirements of the Exchange Act and, at the time it is declared effective under of such filing, at the Securities Acttime of such distribution or dissemination and at the time of consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the Table of Contents circumstances under which they were made, not misleading, ; provided that Parent and Merger Sub make no representation or (b) in the case of the Proxy Statement, warranty with respect to information supplied specifically by or on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time behalf of the Company Shareholder Meeting, for inclusion or at incorporation by reference in the time Schedule TO and the Offer Documents. (c) The information with respect to Parent and any of its Subsidiaries that Parent furnishes to the Form S-4 is declared effective, Company in writing specifically for use in any Company Disclosure Document will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All documents that misleading (x) in the case of the Company Proxy Statement, as supplemented or amended, if applicable, at the time such Company Proxy Statement or any amendment or supplement thereto is responsible for first mailed to shareholders of the Company and at the time such shareholders vote on adoption of this Agreement, and (y) in the case of any Company Disclosure Document other than the Company Proxy Statement, at the time of the filing with the SEC in connection with of such Company Disclosure Document or any supplement or amendment thereto and at the transactions contemplated herein, time of any distribution or dissemination thereof to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesCompany’s shareholders.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its affiliates (as such term is defined in Rule 12b-2 promulgated under the Exchange Act) for inclusion or incorporation by reference in the registration statement of Parent on Form S-4 or the Proxy Statement will (a) in the case any amendment or supplement thereto pursuant to which shares of Parent Common Stock issuable as part of the Form S-4Merger Consideration or otherwise in connection with the Merger will be registered with the SEC (the “Registration Statement”) will at the time the Registration Statement is declared effective by the SEC (or, with respect to any post-effective amendment or supplement, at the time such document is filed with the SEC, at any time such document is amended post-effective amendment or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared supplement becomes effective), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, (with respect to any prospectus included as part of such registration statement, in light of the circumstances under which they are were made), not misleading. All documents that The proxy statement of the Company is responsible for filing to be filed as part of the Registration Statement with the SEC in connection with the transactions contemplated herein, Merger and to be sent to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf stockholders of the Company in connection with the Merger, and any amendments or supplements thereto (collectively, the “Proxy Statement”) will not, on the date it is first mailed to the stockholders of the Company and at the time of the Company Stockholders Meeting (or any Company Subsidiary for inclusion adjournment or postponement thereof), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions requirements of any applicable Law as to the information required to be contained thereinExchange Act. No Notwithstanding the foregoing, no representation or warranty is made hereunder as by the Company with respect to statements made included or incorporated by reference in the Form S-4 Registration Statement or the Proxy Statement to the extent based upon on information supplied to the Company by Parent or on behalf Merger Sub or any of the Park Partiestheir respective representatives or advisors in writing specifically for use or incorporation by reference therein.

Information Supplied. None of the information (a) supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries for inclusion or incorporation by reference in the Form S-4 or to be filed with the Proxy Statement will (a) SEC by Parent in connection with the registration under the Securities Act of the shares of Parent Common Stock to be issued in the case of Merger (as amended or supplemented from time to time, the “Form S-4”) will, at the time the Form S-4, at the time such document or any amendment or supplement to it, is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that misleading and (b) included or incorporated in the proxy statement to be sent to the shareholders of the Company is responsible for filing with (the SEC in connection with the transactions contemplated herein, to the extent “Company Shareholders”) relating to the Company Shareholders’ Meeting (as amended or supplemented from time to time, the “Proxy Statement”) will, at the date it, or any amendment or supplement to it, is mailed to the Company Subsidiary Shareholders or other at the time of the Company Shareholders’ Meeting, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances in which they are made, not misleading; provided that no representation or warranty is made by the Company in this Section 3.11 regarding such portions thereof that relate expressly to Parent or any of its Subsidiaries, including Merger Sub, or to statements made therein based on information supplied by or on behalf of the Company Parent or any Company Subsidiary of its Subsidiaries (including Merger Sub) for inclusion or incorporation by reference therein, . The Proxy Statement will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf requirements of the Park PartiesICL and other applicable Law.

Information Supplied. None (a) The Schedule TO and each Offer Document or other document filed or required to be filed by Parent or Purchaser with the SEC for use in connection with the Offer or the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.8(a) will not apply to statements or omissions included in the Offer Documents based upon information supplied furnished to Parent or Purchaser in writing by the Company specifically for use therein. (b) (i) Each Offer Document or other document required to be supplied by distributed or on behalf disseminated to the stockholders of the Company for inclusion by Parent or incorporation by reference Purchaser in connection with the Form S-4 Offer or the Proxy Statement will (a) in the case of the Form S-4Merger, or any supplement or amendment thereto, at the time such document is filed of any distribution or dissemination, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.8(b) will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Purchaser in writing by the Company specifically for use therein. (c) The information with respect to Parent or Purchaser or any of their Subsidiaries that Parent or Purchase furnishes to the SECCompany in writing specifically for use in the Company Disclosure Documents, at any time such document is amended or supplemented or at the time it is declared effective under of the Securities Actfiling of such Company Disclosure Documents, at the time of any distribution or dissemination of the Company Disclosure Documents, at the time of the consummation of the Offer and at the time of the Stockholders' Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Parties.

Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of the Company such Party for inclusion or incorporation by reference in the Form S-4 or the Proxy Parent’s Registration Statement will (a) in the case of the Form S-4will, at the time such document the Registration Statement is filed with the SEC, at any time such document is amended or supplemented or SEC and at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that . (ii) None of the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, information supplied or to the extent relating to the Company or any Company Subsidiary or other information be supplied by or on behalf of such Party for inclusion or incorporation by reference in the Proxy/Prospectus will, at the date the Proxy/Prospectus is mailed to stockholders of the Company or at the time of the meeting of stockholders of the Company to be held in connection with the Merger (the “Company Stockholders Meeting”), contain any Company Subsidiary untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (iii) None of the information supplied or to be supplied by or on behalf of such Party for inclusion therein, will comply as or incorporation by reference in the Management Information Circular relating to form, the meeting of Parent’s shareholders to be held in all material respects, connection with the provisions Merger will, at the date the Management Information Circular is mailed to shareholders of Parent or at the time of the Securities Act meeting of shareholders of Parent to be held in connection with the Merger (the “Parent Shareholders Meeting”), contain any untrue statement of a material fact or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document omit to state any material fact required to be filed with any Governmental Authority stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. (other than the SECiv) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as by such Party with respect to information or statements made or incorporated by reference in the Form S-4 Registration Statement, the Proxy/Prospectus or the Proxy Statement to Management Information Circular based on information regarding the extent based upon information other Party or the other Party’s Affiliates supplied to the Company by or on behalf of the Park Partiesother Party or the other Party’s Affiliates for inclusion or incorporation by reference therein.

Information Supplied. None of the information supplied or to be supplied in writing by or on behalf of the Company Newco Parties for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4S-11 will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case of the Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders common stockholders of Nova I or Nova II, at the time of the Company Shareholder Nova I Stockholders Meeting or Nova II Stockholders Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Nova I Merger Effective Time or Nova II Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. All documents that the Company is Newco Parties are responsible for filing with the SEC in connection with the transactions contemplated hereinREIT Mergers, to the extent relating to the Company or any Company Subsidiary Newco Parties or other information supplied by or on behalf of the Company or any Company Subsidiary Newco Parties for Table of Contents inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as The representations and warranties contained in this Section 4.04(e) will not apply to statements made or incorporated by reference omissions included in the Form S-11, Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or Newco Parties on behalf of the Park Other Parties.

Information Supplied. None of the information supplied relating to REIT II, Merger Sub or to be supplied any other REIT II Subsidiary contained or incorporated by reference in the Joint Proxy Statement or on behalf of the Company Form S-4 or that is provided by REIT II, Merger Sub or any other REIT II Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4Joint Proxy Statement, at the time such document is filed with of the SECinitial mailing thereof; at the time of the REIT II Stockholders Meeting, at any the time such document the Form S-4 is amended or supplemented declared effective by the SEC or at the time it is declared effective under the Securities ActREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy StatementForm S-4 or with respect to any other document to be filed by REIT II with the SEC in connection with the REIT Merger or the other transactions contemplated by this Agreement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company REIT II is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to REIT II, its officers, directors and partners and the Company or any Company Subsidiary REIT II Subsidiaries (or other information supplied by or on behalf of the Company REIT II or any Company Subsidiary REIT II Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Parties.REIT I.

Information Supplied. None of the information supplied or to be supplied included by or on behalf of the Company for inclusion or incorporation Wilshire by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4, shall at the time such document the Form S-4 is filed with the SEC, at any time such document it is amended or supplemented or and at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the . The Proxy Statement/Prospectus shall not, on at the date such Proxy Statement is first mailed of mailing to the Company’s shareholders or stockholders and at the time of the Company Shareholder Saehan Stockholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact respecting Wilshire required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents If Wilshire becomes aware that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied furnished by or on behalf it would cause any of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement Statement/Prospectus to be false or misleading with respect to any material fact, or to omit to state any material fact necessary to make the extent based statements therein not false or misleading, Wilshire will promptly inform Saehan thereof. The representations and warranties in this subsection (d) shall not apply to statements in or omissions from the Form S-4 or any amendment thereto or the Proxy Statement/Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information supplied furnished to the Company Wilshire by or on behalf of the Park PartiesSaehan in writing, in each case expressly for use therein.

Information Supplied. None The information relating to the Company set forth in the proxy statement relating to the Company Stockholders' Meeting, as amended or supplemented from time to time (as so amended and supplemented, the "Proxy Statement") included in the Registration Statement on Form S-4 to be filed with the SEC by Parent in connection with the issuance of shares of Parent Stock in the Merger, as amended or supplemented from time to time (as so amended and supplemented, the "Registration Statement"), except as the Company shall otherwise advise in writing, complies in all material respects with the requirements of the Securities Act and will not, taken together with any additional information supplied or to be supplied by or on behalf of the Company expressly for inclusion or incorporation by reference in therein, on the Form S-4 or the Proxy Statement will (a) date of its filing or, in the case of the Form S-4Registration Statement, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared becomes effective under the Securities Act, at the date the Proxy Statement is mailed to stockholders and at the time of the Company Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, and any other documents to be filed by the Company or (b) information supplied in writing by the Company to be included in documents to be filed by Parent with any Governmental or Regulatory Authority in connection with the Merger and the other transactions contemplated hereby will not, on the date of its filing or, in the case of the Proxy Statement, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or stockholders and at the time of the Company Shareholder Meeting, Stockholders' Meeting or at the time that the Form S-4 stockholders' consent is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Parties.

Information Supplied. None of the information (i) Nxxx xx xxx xxxormation supplied or to be supplied by or on behalf of the Company Warner-Lambert for inclusion or incorporation by reference in (A) the xxxxxxxation statement on Form S-4 to be filed with the SEC by Warner-Lambert in connection with the issuance of shares of Warner- Xxxxxxx Xommon Stock in connection with the Merger, or xxx xx xxx xxxxdments or supplements thereto (collectively, the Proxy Statement will (a) in the case of the "Form S-4") will, at the time such document the Form S-4 is filed with the SEC, at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading and (B) the proxy statement for use relating to the adoption by the stockholders of Agouron of this Agreement or (b) in the case any of the amendments or supplements thereto (collectively, the "Proxy Statement") will, on the date such Proxy Statement it is first mailed to the Company’s shareholders Agouron stockholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveAgouron Stockholders Meeting ( as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, The Form S-4 will comply as to form, form in all material respects, respects with the provisions requirements of the Exchange Act and the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority thereunder. (other than ii) Notwithstanding the SEC) will comply in all material respects with the foregoing provisions of any applicable Law as to the information required to be contained therein. No this Section 3.1(e), no representation or warranty is made hereunder as by Warner-Lambert with respect to statements made or incorporated by reference in xx xxxxxxxxx xn the Form S-4 or the Proxy Statement to the extent based upon on information supplied to the Company by Agouron for inclusion or on behalf of the Park Partiesincorporation by reference therein.

Information Supplied. None (a) The Schedule TO and each Offer Document or other document filed or required to be filed by Parent or Purchaser with the SEC for use in connection with the Offer or the Merger, and any amendments or supplements thereto, when filed, distributed or disseminated, as applicable, will comply as to form in all material respects with the applicable requirements of the Exchange Act. The representations and warranties contained in this Section 4.8(a) will not apply to statements or omissions 28 included in the Offer Documents based upon information supplied furnished to Parent or Purchaser in writing by the Company specifically for use therein. (b) (i) Each Offer Document or other document required to be supplied by distributed or on behalf disseminated to the stockholders of the Company for inclusion by Parent or incorporation by reference Purchaser in connection with the Form S-4 Offer or the Proxy Statement will (a) in the case of the Form S-4Merger, or any supplement or amendment thereto, at the time such document is filed of any distribution or dissemination, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contained in this Section 4.8(b) will not apply to statements or omissions included in the Offer Documents based upon information furnished to Parent or Purchaser in writing by the Company specifically for use therein. (c) The information with respect to Parent or Purchaser or any of their Subsidiaries that Parent or Purchase furnishes to the SECCompany in writing specifically for use in the Company Disclosure Documents, at any time such document is amended or supplemented or at the time it is declared effective under of the Securities Actfiling of such Company Disclosure Documents, at the time of any distribution or dissemination of the Company Disclosure Documents, at the time of the consummation of the Offer and at the time of the Stockholders’ Meeting, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Parties.

Information Supplied. (a) None of the information supplied or to be supplied in writing by or on behalf of the Company or any Company Subsidiary, or, to the Knowledge of the Company, of ILPT for inclusion or incorporation by reference in (i) the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it such document is declared effective under by the Securities ActSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or holders of the Company Common Shares and the holders of the Parent Common Shares, at the time of the Company Shareholder Meeting and the Parent Shareholder Meeting, or at the time that the Form S-4 is declared effectiveeffective by the SEC or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with this Agreement, the transactions contemplated hereinMerger and the other Transactions, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No . (b) Notwithstanding anything to the contrary in this Section 4.12, the Company makes no representation or warranty is made hereunder as with respect to statements made or incorporated by reference incorporated, or omissions, in the Form S-4 or the Joint Proxy Statement to the extent that such statements or omissions are based upon information supplied to the Company by or on behalf of the Park PartiesParent or Merger Sub.

Information Supplied. (i) None of the information supplied or to be supplied by Parent or on behalf of Merger Sub for inclusion or incorporation by reference in (A) the Company Offer Documents or (B) the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Form S-4 Proxy Statement, if any, the Schedule 14D-9 and (C) any other documents to be filed with the SEC or any other Governmental Entity or foreign securities exchange in connection with the Proxy Statement will (a) in the case of the Form S-4transactions contemplated hereby, including any amendment or supplement to such documents, will, at the time respective times such document is filed documents are filed, and, with respect to the SECProxy Statement, at any time such document is amended if any, and the Offer Documents, when first published, sent or supplemented or at given to shareholders of the time it is declared effective under the Securities ActCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleadingfalse or misleading or, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders if any, or any amendment thereof or supplement thereto, at the time of the Company Shareholder Shareholders Meeting, or if any, and at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the solicitation of proxies for the Company Shareholders Meeting, if any, which shall have become false or misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, The Offer Documents will comply as to form, form in all material respects, respects with the provisions requirements of the Exchange Act and Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority thereunder. (other than ii) Notwithstanding the SEC) will comply in all material respects with the foregoing provisions of any applicable Law as to the information required to be contained therein. No this Section 3.2(c), no representation or warranty is made hereunder as by Parent or Merger Sub with respect to statements made or incorporated by reference in the Form S-4 Proxy Statement, if any, or the Proxy Statement to the extent Offer Documents based upon on information supplied to by the Company for inclusion or incorporation by or on behalf of the Park Partiesreference therein.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Duke for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by Duke and included or incorporated by reference in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s shareholders of Duke and the stockholders of PanEnergy or at the time of the Company Shareholder Meeting, meeting of such shareholders or stockholders to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to Duke or any of its Subsidiaries, or with respect to other information supplied by Duke for inclusion in the Joint Proxy Statement or S-4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating shareholders of Duke. The Joint Proxy Statement, insofar as it relates to the Company Duke or any Company Subsidiary its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary Duke for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company Easterly for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) the registration statement on Form F-4 or Form S-4 (as elected by Sirius) to be filed with the SEC by Sirius in connection with the case of Merger (the Form S-4“Registration Statement”) will, at the time such document the Registration Statement is filed with the SEC, or at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case Proxy Statement will, at the date it or any amendment or supplement thereto is filed with the SEC or mailed to holders of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders shares of Easterly Common Stock or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, Easterly Stockholders Meeting contain any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they are made, not misleading. All documents that misleading or (c) the Company is responsible for filing Warrant Offer Documents will, at the date they or any amendments or supplements thereto are filed with the SEC or mailed to holders of the Easterly Warrants or at the time of the closing of the Warrant Tender Offer contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in connection with light of the transactions contemplated hereincircumstances in which they are made, not misleading (except, in each case, that no representation or warranty is made by Easterly to the extent relating such portions thereof that relate expressly to the Company Sirius, Merger Sub or any Company Subsidiary of their Subsidiaries or other to statements made or incorporated by reference therein based on information supplied by or on behalf of the Company Sirius or any Company Subsidiary Merger Sub for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated incorporation by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiestherein).

Information Supplied. (a) None of the information supplied or to be supplied by any Target Entity or on behalf of the Company any Affiliate thereof for inclusion or incorporation by reference in the Form S-4 or the Proxy Registration Statement will (a) in the case of the Form S-4, at the time such document is to be filed by Buyer with the SECSEC will, at when the Registration Statement becomes effective, be false or misleading with respect to any time such document is amended or supplemented or at the time it is declared effective under the Securities Actmaterial fact, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or . (b) None of the information supplied or to be supplied by any Target Entity or any Affiliate thereof for inclusion in the case of the Joint Proxy Statement/Prospectus to be mailed to each Party's stockholders in connection with the Stockholders' Meetings, on and any other documents to be filed by a Target Entity or any Affiliate thereof with the date SEC or any other Regulatory Authority in connection with the transactions contemplated hereby, will, at the respective time such documents are filed, and with respect to the Joint Proxy Statement is Statement/Prospectus, when first mailed to the Company’s shareholders stockholders of Target and stockholders of Buyer, be false or at the time of the Company Shareholder Meetingmisleading with respect to any material fact, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. , or, in the case of the Joint Proxy Statement/Prospectus or any amendment thereof or supplement thereto, at the time of the Stockholders' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meetings. (c) All documents that the Company any Target Entity or any Affiliate thereof is responsible for filing with the SEC any Regulatory Authority in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, hereby will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesLaw.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company NDS for inclusion or incorporation by reference in the Registration Statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC in connection with the issuance of shares of UEC Common Stock in the case of Merger (the Form "S-4") will, at the time such document the S-4 is filed with the SEC, at any time such document is amended SEC or supplemented or at the time when it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by NDS and included or incorporated by reference in the case of the Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s shareholders stockholders of NDS or at the time of the Company Shareholder Meeting, or at meeting of such stockholders to be held in connection with the time that the Form S-4 is declared effectiveMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents If at any time prior to the Effective Time any event with respect to NDS or any of its Subsidiaries, or with respect to other information supplied by NDS for inclusion in the Proxy Statement or S-4, shall occur that is required to be described in an amendment of, or a supplement to, the Company is responsible for filing Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating stockholders of NDS. The Proxy Statement, insofar as it relates to the Company NDS or any Company Subsidiary its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary NDS for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation Exchange Act and the rules and regulations thereunder, except that no representations or warranty is warranties are made hereunder as by NDS with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent therein based upon on information supplied to the Company by UEC or on behalf any of the Park Partiesits Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by X. X. Xxxxx or on behalf of the Company Merger Sub in writing for inclusion or incorporation by reference in the Form S-4 S-4, the Joint Proxy Statement/Prospectus or in any materials to be delivered by X. X. Xxxxx or Merger Sub to potential financing sources in connection with the Proxy Statement transactions contemplated by this Agreement will (ai) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared becomes effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that , (ii) in the Company case of the Joint Proxy Statement/Prospectus, at the time of the mailing thereof or at the time the X. X. Xxxxx Stockholder Meeting is responsible for filing with to be held, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the SEC statements therein not misleading, or (iii) in the case of any materials to be delivered to potential financing sources in connection with the transactions contemplated hereinby this Agreement, at the date such information is delivered, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the extent relating statements therein not misleading. The Form S-4 and the Joint Proxy Statement/Prospectus will (with respect to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion thereinX. X. Xxxxx, will comply as to formMerger Sub, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicabletheir respective officers and directors, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SECX. X. Xxxxx Subsidiaries) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided that no representation or warranty is made hereunder as to statements made or incorporated by reference by CPA17. As of the date of this Agreement, W. P. Xxxxx, in the Form S-4 or the Proxy Statement exercise of its duties as advisor to CPA17 pursuant to the extent based upon information supplied to the Company by or on behalf CPA17 Advisory Agreement, does not have Knowledge of the Park Partiesexistence of any fact, event or circumstance that constitutes a CPA17 Material Adverse Effect.

Information Supplied. None of the information supplied or to be -------------------- supplied by or on behalf of the Company PanEnergy for inclusion or incorporation by reference in the Registration Statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC by Duke in connection with the issuance of shares of Common Stock in the case of Merger (the Form "S-4") will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities ActAct or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by PanEnergy and included or incorporated by reference in the case of the Joint Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s stockholders of PanEnergy and the shareholders of Duke or at the time of the Company Shareholder Meeting, meeting of such stockholders or shareholders to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Company Effective Time any event with respect to PanEnergy or any of its Subsidiaries, or with respect to other information supplied by PanEnergy for inclusion in the Joint Proxy Statement or the S-4, shall occur which is responsible for filing required to be described in an amendment of, or a supplement to, the Joint Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating stockholders of PanEnergy. The Joint Proxy Statement, insofar as it relates to the Company PanEnergy or any Company Subsidiary its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary PanEnergy for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Pubco or on behalf of the Company Cayman Merger Sub expressly for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will reference: (a) in the case of the any Current Report on Form S-48-K, at the time such document is filed and any exhibits thereto or any other report, form, registration or other filing made with any Governmental Authority (including the SEC, at ) or stock exchange (including the NYSE) with respect to the transactions contemplated by this Agreement or any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or Ancillary Documents; (b) in the case Registration Statement; or (c) in the mailings or other distributions to the holders of Purchaser Securities or Pubco’s stockholders and/or prospective investors with respect to the consummation of the Proxy Statementtransactions contemplated by this Agreement or in any amendment to any of documents identified in (a) through (c), on will, when filed, made available, mailed or distributed, as the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectivecase may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that None of the Company is responsible information supplied or to be supplied by Pubco or the Cayman Merger Sub expressly for filing inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, neither Pubco nor the Cayman Merger Sub makes any representation, warranty or covenant with the SEC in connection with the transactions contemplated herein, respect to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of Purchaser, the Company Target Companies, the Shareholders or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiestheir respective Affiliates.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) No written statement, certificate, instrument, or other writing provided by SGV to IndyMac in the case of the Form S-4, at the time such document is filed connection with the SECdue diligence of SGV undertaken by IndyMac prior to the date of this Agreement and referenced on Exhibit A to the representation letter of management of SGV delivered with this Agreement, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain contains any untrue statement of material fact, or omits to state a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not materially misleading. All documents No other written statement, certificate, instrument, or other writing provided by SGV to IndyMac in connection with the due diligence of SGV undertaken by IndyMac prior to the date of this Agreement contains any inaccuracies such that the Company aggregate effect of such inaccuracies has, or is responsible reasonably likely to have, a SGV Material Adverse Effect. No written statement, certificate, instrument, or other writing, including the information included in the SGV Disclosure Memorandum, furnished or to be furnished by any SGV Entity or any Affiliate thereof to IndyMac, pursuant to this Agreement or any other document, agreement, or instrument referred to herein, contains or will contain any untrue statement of material fact, or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading. (b) The information included in Section 6.23(b) of the SGV Disclosure Memorandum is correct and complete as of or at the date indicated therein. (c) None of the information supplied or to be supplied by SGV or any Affiliate for filing inclusion in the Registration Statement to be filed by SGV with the SEC will, when the Registration Statement becomes effective, shall be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein not misleading. None of the information supplied or to be supplied by SGV or any Affiliate for inclusion in the Joint Proxy Statement to be mailed to each Party's stockholders in connection with the Stockholders' Meetings, and any other documents to be filed by SGV or any Affiliate with the SEC in connection with the transactions contemplated hereinhereby, will, at the respective time such documents are filed, and with respect to the extent relating Joint Proxy Statement, when first mailed to the Company Parties' respective stockholders, be false or misleading with respect to any material fact, or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement or any Company Subsidiary amendment thereof or other information supplied by or on behalf supplement thereto, at the time of the Company Stockholders' Meetings, be false or misleading with respect to any material fact, or omit to state any material fact necessary to correct any statement in any earlier communication with respect to the solicitation of any proxy for the Stockholders' Meetings. All documents that any SGV Entity or any Company Subsidiary Affiliate thereof is responsible for inclusion therein, filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesLaw.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC by Parent in connection with the issuance of shares of Parent Common Stock in the case of Merger (the Form "S-4") will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared S-4 becomes effective under the Securities Act of 1933, as amended (the "Securities Act") and the rules and regulations thereunder or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by the Company and included or incorporated by reference in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to (as hereinafter defined) will, at the Company’s shareholders time of mailing thereof or at the time of the Company Shareholder Meeting, meeting of the stockholders of Parent to be held in connection with the Merger or at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, If at any time prior to the extent relating Effective Time any event with respect to the Company or any of its Subsidiaries, or with respect to other information supplied by the Company Subsidiary for inclusion in the Proxy Statement or S-4, shall occur which is required to be described in an amendment of, or a supplement to, the Proxy Statement or the S- 4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC and, as required by law, disseminated to the stockholders of Parent. The S-4 and the Proxy Statement, insofar as they relate to the Company or its Subsidiaries or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law the Securities Act and the Securities Exchange Act of 1934, as to amended (the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in "Exchange Act"), and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied relating to REIT I or to be supplied any REIT I Subsidiary contained or incorporated by reference in the REIT I Proxy Statement or on behalf the Form S-4 or that is provided by any of the Company REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4REIT I Proxy Statement, at the time such document is filed with of the SECinitial mailing thereof, at any the time such document of the REIT I Shareholders Meeting, at the time the Form S-4 is amended or supplemented declared effective by the SEC or at the time it is declared effective under the Securities ActMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy Statement, on the date such REIT I Proxy Statement is first mailed or with respect to any other document to be filed by REIT I with the Company’s shareholders SEC in connection with the Merger or the other transactions contemplated by this Agreement, at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company REIT I is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to REIT I, its officers, directors and partners and the Company or any Company Subsidiary REIT I Subsidiaries (or other information supplied by or on behalf of the Company REIT I or any Company Subsidiary REIT I Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park NNN REIT Parties.

Information Supplied. None of the (a) The information supplied or to be supplied by or on behalf of the Company SPAC for inclusion or incorporation by reference in the Form S-4 Registration Statement / Proxy Statement (or any amendment or supplement thereto) will not, on the date of filing thereof or when the Registration Statement / Proxy Statement is declared effective or the date the Proxy Statement will (a) in the case of the Form S-4is first mailed to SPAC Stockholders, at the time such document is filed with the SECas applicable, at any time such document is amended or supplemented or at the time it is declared effective under of the Securities ActSpecial Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleadingfact, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleadingmisleading at the time and in light of the circumstances under which such statement is made. All documents that the Company is responsible for filing The Registration Statement / Proxy Statement will comply in all material respects as to form with the SEC in connection with requirements of the transactions contemplated herein, to Exchange Act and the extent rules and regulations thereunder. (b) The information relating to the Company or any Company Subsidiary or other information Group Companies, New PubCo and Merger Sub to be supplied by or on behalf of the Company for inclusion or incorporation by reference in the Registration Statement / Proxy Statement (or any Company Subsidiary for inclusion thereinamendment or supplement thereto) will not, will comply as on the date of filing thereof or when the Registration Statement / Proxy Statement is declared effective or the date the Proxy Statement is first mailed to form, in all material respects, with the provisions of the Securities Act or Exchange ActSPAC Stockholder, as applicable, and or at the rules and regulations time of the SEC thereunder and each such document Special Meeting, in the case of the Registration Statement / Proxy Statement, contain any untrue statement of any material fact or omit to state any material fact required to be filed with stated therein or necessary in order to make the statements therein, not misleading, and in the case of the Proxy Statement, contain any Governmental Authority (other than untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the SEC) statements therein, in light of the circumstances under which they are made, not misleading at the time and in light of the circumstances under which such statement is made. The Registration Statement / Proxy Statement will comply in all material respects as to form with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf requirements of the Park PartiesExchange Act and the rules and regulations thereunder.

Information Supplied. None of the information supplied or to be supplied by Parent or on behalf any of the Company its Subsidiaries specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Joint Proxy Statement/Prospectus contemplated by Section 5.1 will, on the date such Proxy Statement document is filed and on the date it is first mailed published, sent or given to the Company’s shareholders or holders of Company Common Stock, and at the time of the meeting of the Company’s stockholders to consider and vote upon the Merger Agreement (the “Company Shareholder Stockholders’ Meeting, or at the time that the Form S-4 is declared effective”), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. If, at any time prior to the Company Stockholders’ Meeting, any event with respect to Parent or any of its Subsidiaries, or with respect to information supplied by Parent or any of its Subsidiaries specifically for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus, shall occur which is required to be described in an amendment of, or supplement to, such Joint Proxy Statement/Prospectus such event shall be so described by Parent and promptly provided to the Company. All documents that the Company is Parent or its Subsidiaries are responsible for filing with the SEC in connection with the transactions contemplated hereinhereby, to the extent relating to the Company Parent or any Company Subsidiary its Subsidiaries or other information supplied by the Parent or on behalf of the Company or any Company Subsidiary its Subsidiaries for inclusion or incorporation by reference therein, will comply as to form, in all material respects, with the provisions of the Securities Exchange Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder thereunder, and each such document required to be filed with any federal, state, provincial, local and foreign government, governmental, quasi-governmental, supranational, regulatory or administrative authority, agency, commission or any court, tribunal, or judicial or arbitral body including, without limitation, the CFTC, the NFA, the FINRA, the U.S. Department of Agriculture, all U.S. futures exchanges and any Self Regulatory Organization (each, a “Governmental Authority (other than the SEC) Entity”), will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No Notwithstanding the foregoing, Parent makes no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement with respect to the extent based upon information supplied or to the Company be supplied by or on behalf of the Park PartiesCompany or its Subsidiaries for inclusion or incorporation by reference in the Joint Proxy Statement/Prospectus.

Information Supplied. None of the information supplied or to be supplied by Parent or on behalf of the Company Merger Sub in writing expressly for inclusion or incorporation by reference in the Form S-4 or the Company Proxy Statement will (a) in the case of the Form S-4will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the mailing thereof or of the meeting at which Company Shareholder MeetingApproval is to be taken, or at the time that the Form S-4 is declared effectivedate of any amendment thereof or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents If, at any time prior to the Effective Time, any event with respect to Parent or Merger Sub (including their respective officers, directors and subsidiaries) shall occur that is required to be described in an amendment of, or a supplement to, the Company is responsible for filing Proxy Statement, each of Parent and Merger Sub shall notify the Company thereof and such event shall be so described. Any such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as and to the extent relating required by Law, disseminated to the Company or any Company Subsidiary or other information supplied by or on behalf shareholders of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicableCompany, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will amendment or supplement shall comply in all material respects with the all provisions of applicable Law. The Offer Documents (and any applicable Law as amendment thereof or supplement thereto) will not, when filed with the SEC or at the time of distribution or dissemination thereof to the information Company’s shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be contained stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No The Offer Documents will comply as to form in all material respects with applicable federal securities Laws and the rules and regulations thereunder. Notwithstanding the foregoing, neither Parent nor Merger Sub makes any representation or warranty is made hereunder as with respect to statements made any information supplied by the Company or incorporated by reference any of its respective representatives for inclusion in the Form S-4 Offer Documents or the Company Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesStatement.

Information Supplied. (i) None of the information supplied or to be supplied by or on behalf of the Company Wxxxxx-Xxxxxxx for inclusion or incorporation by reference in (A) the registration statement on Form S-4 to be filed with the SEC by Wxxxxx-Xxxxxxx in connection with the issuance of shares of Wxxxxx- Xxxxxxx Common Stock in connection with the Merger, or the Proxy Statement will (a) in the case any of the amendments or supplements thereto (collectively, the "Form S-4") will, at the time such document the Form S-4 is filed with the SEC, at any time such document it is amended or supplemented or at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, misleading and (B) the proxy statement for use relating to the adoption by the stockholders of Agouron of this Agreement or (b) in the case any of the amendments or supplements thereto (collectively, the "Proxy Statement") will, on the date such Proxy Statement it is first mailed to the Company’s shareholders Agouron stockholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveAgouron Stockholders Meeting ( as defined in Section 5.1), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, The Form S-4 will comply as to form, form in all material respects, respects with the provisions requirements of the Exchange Act and the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority thereunder. (other than ii) Notwithstanding the SEC) will comply in all material respects with the foregoing provisions of any applicable Law as to the information required to be contained therein. No this Section 3.1(e), no representation or warranty is made hereunder as by Wxxxxx-Xxxxxxx with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon on information supplied to the Company by Agouron for inclusion or on behalf of the Park Partiesincorporation by reference therein.

Information Supplied. None of (a) As subsequently updated, amended, modified or adjusted pursuant to Section 8.4, the information supplied relating to Remainco or Spinco and their respective Subsidiaries, the Spinco Business, or the transactions contemplated by this Agreement or any Transaction Document to be supplied provided by Remainco or on behalf of the Company Spinco or their respective Subsidiaries specifically for inclusion in, or incorporation by reference in into, (i) the Form S-4 or Split Off TO and the Proxy Statement will not, on the date the Split Off TO (aif applicable) in and the case of Proxy Statement, respectively, are first mailed to the Form S-4Remainco stockholders or the RMT Partner shareholders (as applicable), (ii) the Distribution Registration Statement and the RMT Partner Registration Statement will not, at the time such document is the Distribution Registration Statement and the RMT Partner Registration Statement (and in each case any amendment or supplement thereto), respectively, are filed with the SEC, are declared effective by the SEC or are first mailed to the RMT Partner shareholders or Remainco stockholders (as applicable), (iii) the Proxy Statement will not, at any the time such document is amended or supplemented of the RMT Partner Shareholders Meeting, (iv) the Distribution Registration Statement will not, on the date of the Distribution or at the time it is declared effective under closing of the Securities ActExchange Offer (as applicable), or (v) the RMT Partner Registration Statement will not, at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that Notwithstanding the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the foregoing provisions of the Securities Act or Exchange Actthis Section 6.24(a), as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No no representation or warranty is made hereunder as by Remainco or Spinco with respect to information or statements made or incorporated by reference in the Form S-4 Securities Filings, which information or the Proxy Statement to the extent based upon information statements were not supplied to the Company by or on behalf of Remainco or Spinco. (b) The Securities Filings that Remainco or Spinco will file (jointly or otherwise) pursuant to Section 8.4 will comply in all material respects as to form with the Park Partiesapplicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder.

Information Supplied. (i) None of the information supplied or to be supplied by Parent or on behalf of Merger Sub for inclusion or incorporation by reference in (A) the Company Offer Documents or (B) the information supplied or to be supplied by Parent or Merger Sub for inclusion or incorporation by reference in the Form S-4 Proxy Statement, if any, the Schedule 14D-9 and any other documents to be filed with the SEC or any other Governmental Entity or foreign securities exchange in connection with the Proxy Statement will (a) in the case of the Form S-4transactions contemplated hereby, including any amendment or supplement to such documents, will, at the time respective times such document is filed documents are filed, and, with respect to the SECProxy Statement, at any time such document is amended if any, and the Offer Documents, when first published, sent or supplemented or at given to stockholders of the time it is declared effective under the Securities ActCompany, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein made therein, in the light of the circumstances under which they are made, not misleadingfalse or misleading or, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders if any, or any amendment thereof or supplement thereto, at the time of the Company Shareholder Stockholders Meeting, or if any, and at the time that the Form S-4 is declared effectiveEffective Time, contain any untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they are made, not false or misleading or necessary to correct any statement in any earlier communication with respect to the Offer or the solicitation of proxies for the Company Stockholders Meeting, if any, which shall have become false or misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated herein, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, The Offer Documents will comply as to form, form in all material respects, respects with the provisions requirements of the Exchange Act and Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority thereunder. (other than ii) Notwithstanding the SEC) will comply in all material respects with the foregoing provisions of any applicable Law as to the information required to be contained therein. No this Section 3.2(c), no representation or warranty is made hereunder as by Parent or Merger Sub with respect to statements made or incorporated by reference in the Form S-4 Proxy Statement, if any, or the Proxy Statement to the extent Offer Documents based upon on information supplied to by the Company for inclusion or incorporation by or on behalf of the Park Partiesreference therein.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Company for inclusion Parent or incorporation Sub and included or incorporated by reference in the Form S-4 or the Proxy Registration Statement will (a) in the case of the Form S-4, at the time such document is to be filed by Parent with the SECSEC and any similar or equivalent filing with the ISA and/or the TASE will, at any time such document is amended or supplemented or at when the time it is declared effective under the Securities ActRegistration Statement becomes effective, contain any an untrue statement of a material fact fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (b) in the case of the Proxy Statement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All . (b) None of the information supplied or to be supplied by or on behalf of Parent or Sub and included or incorporated by reference in (i) the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders and the Parent's stockholders including any amendment or supplement thereto or (ii) any other documents that the Company is responsible for filing to be filed by Parent or any of its Affiliates with the SEC or any other Regulatory Authority in connection with the transactions contemplated hereinhereby (including the Required Filings) will, at the respective time such documents are filed, and with respect to the extent relating Joint Proxy Statement/Prospectus, when first mailed, distributed or disseminated to the Company stockholders of the Company, contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or, in the case of the Joint Proxy Statement/Prospectus or any Company Subsidiary amendment thereof or other information supplied by or on behalf supplement thereto, at the time of the Company Stockholders’ Meeting to consider the Merger and the Parent Stockholders' Meeting contain any untrue statement of a material fact, or omit to state any Company Subsidiary for inclusion material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (c) All documents that Parent is responsible for filing with any Regulatory Authority in connection with the transactions contemplated hereby will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to Law, including the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf provisions of the Park PartiesSecurities Act, the Exchange Act and the rules and regulations promulgated by the SEC thereunder.

Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or to be filed with the Proxy Statement will (a) SEC by Parent in connection with the issuance of shares of Parent Common Stock in the case of Merger (the Form "S-4") will, at the time such document the S-4 is filed with the SEC, at any time such document is amended or supplemented or SEC and at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or and (bii) in the case proxy statement relating to the meeting of the Company's shareholders, and, if required, a meeting of Parent's shareholders, to be held in connection with the Merger (the "Proxy Statement") will, on at the date such Proxy Statement is first mailed to the Company’s shareholders or and at the time times of the Company Shareholder Meeting, meeting or at meetings of shareholders to be held in connection with the time that the Form S-4 is declared effectiveMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that If at any time prior to the Effective Time any event with respect to the Company, its officers and directors or any of its subsidiaries should occur which is required to be described in an amendment of, or a supplement to, the S-4 or the Proxy Statement, the Company is responsible for filing shall promptly so advise Parent and such event shall be so described, and such amendment or supplement (which Parent shall have a reasonable opportunity to review) shall be promptly filed with the SEC in connection with the transactions contemplated hereinand, as required by law, disseminated to the extent relating shareholders of the Company. The Proxy Statement, insofar as it relates to the Company or any Company Subsidiary or other information supplied by or on behalf meeting of the Company or any Company Subsidiary for inclusion thereinCompany's shareholders to vote on the Merger, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation or warranty is made hereunder as to statements made or incorporated by reference in Exchange Act and the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Partiesrules and regulations thereunder.

Information Supplied. None of the information supplied relating to the Company Parties or to be supplied any other Company Subsidiary contained or incorporated by reference in the Proxy Statements or on behalf the Form S-4 or that is provided by any of the Company Parties or any other Company Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4Proxy Statements, at the time such document is filed with of the SECmailing thereof, at any the time such document of the Company Stockholders Meeting, at the time the Form S-4 is amended or supplemented declared effective or at the time it is declared effective under the Securities ActSxxxxxxxxx Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy StatementForm S-4 or with respect to any other document to be filed by Company with the SEC in connection with the Mergers or the other transactions contemplated by this Agreement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to Company Parties, their officers, directors and partners and the Company or any Company Subsidiary Subsidiaries (or other information supplied by or on behalf of the Company or any Company Subsidiary Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in by the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park Sxxxxxxxxx Parties.

Information Supplied. None of the information supplied relating to the REIT I Parties or to be supplied any other REIT I Subsidiary contained or incorporated by reference in the Proxy Statement or on behalf the Form S-4 or that is provided by any of the Company REIT I Parties or any other REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4Proxy Statement, at the time such document is filed with of the SECmailing thereof, at any the time such document of the Stockholders Meeting, at the time the Form S-4 is amended or supplemented declared effective or at the time it is declared effective under the Securities ActMerger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy StatementForm S-4 or with respect to any other document to be filed by REIT I with the SEC in connection with the Merger or the other transactions contemplated by this Agreement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company REIT I is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to REIT I, its officers, directors and partners and the Company or any Company Subsidiary REIT I Subsidiaries (or other information supplied by or on behalf of the Company REIT I or any Company Subsidiary REIT I Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided, that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park REIT II Parties.

Information Supplied. None of the information supplied relating to REIT I or to be supplied any REIT I Subsidiary contained or incorporated by reference in the Joint Proxy Statement or on behalf of the Company Form S-4 or that is provided by REIT I or any REIT I Subsidiary in writing for inclusion or incorporation by reference in any document filed with any other Governmental Authority in connection with the Form S-4 or the Proxy Statement transactions contemplated by this Agreement will (a) in the case of the Form S-4Joint Proxy Statement, at the time such document is filed with of the SECinitial mailing thereof, at any the time such document of the REIT I Stockholders Meeting, at the time the Form S-4 is amended or supplemented declared effective by the SEC or at the time it is declared effective under the Securities ActREIT Merger Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, or (b) in the case of the Proxy StatementForm S-4 or with respect to any other document to be filed by REIT I with the SEC in connection with the REIT Merger or the other transactions contemplated by this Agreement, on the date such Proxy Statement is first mailed to the Company’s shareholders or at the time of its filing with the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveSEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that the Company REIT I is responsible for filing with the SEC in connection with the transactions contemplated hereinby this Agreement, to the extent relating to REIT I, its officers, directors and partners and the Company or any Company Subsidiary REIT I Subsidiaries (or other information supplied by or on behalf of the Company REIT I or any Company Subsidiary REIT I Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions applicable requirements of any applicable Law as to the information required to be contained therein. No Securities Act and the Exchange Act; provided that no representation or warranty is made hereunder as to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon information supplied to the Company by or on behalf of the Park PartiesREIT II or Merger Sub.

Information Supplied. None of the information supplied or to be supplied by UEC or on behalf any of the Company its Subsidiaries for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) in the case of the Form S-4will, at the time such document the S-4 is filed with the SEC, at any time such document is amended SEC or supplemented or at the time when it is declared becomes effective under the Securities Act, Act contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, and none of the information supplied or (b) to be supplied by UEC or any of its Subsidiaries and included or incorporated by reference in the case of the Proxy StatementStatement will, on at the date such Proxy Statement is first mailed to the Company’s shareholders stockholders of NDS or at the time of the Company Shareholder Meeting, or at meeting of such stockholders to be held in connection with the time that the Form S-4 is declared effectiveMerger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents If at any time prior to the Effective Time any event with respect to UEC or any of its Subsidiaries, or with respect to other information supplied by UEC or any of its Subsidiaries for inclusion in the Proxy Statement or S-4, shall occur that is required to be described in an amendment of, or a supplement to, the Company is responsible for filing Proxy Statement or the S-4, such event shall be so described, and such amendment or supplement shall be promptly filed with the SEC in connection with the transactions contemplated hereinSEC. The Proxy Statement, insofar as it relates to the extent relating to the Company UEC or any Company Subsidiary Subsidiaries of UEC or other information supplied by or on behalf of the Company UEC or any Company Subsidiary of its Subsidiaries for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply form in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No representation Exchange Act and the rules and regulations thereunder, except that no representations or warranty is warranties are made hereunder as by UEC with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent therein based upon on information supplied to the Company by NDS or on behalf any of the Park PartiesNDS's Subsidiaries.

Information Supplied. None of the information supplied or to be supplied by IMC or on behalf of the Company its Subsidiaries specifically for inclusion or incorporation by reference in the Form S-4 or the Proxy Statement will (a) the registration statement on Form S-4 to be filed with the SEC by Newco in connection with the issuance of shares of Newco Stock (other than Newco Class B Common Stock) in the case of Merger (and, to the extent permitted under applicable SEC rules and regulations, the Contribution) (as amended or supplemented from time to time, the “Form S-4”) will, at the time such document is filed with the SEC, at any time such document is amended or supplemented or at the time it is declared Form S-4 becomes effective under the Securities 1933 Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they are made, not misleading, misleading or (b) the proxy statement relating to the IMC Stockholders Meeting (together with any amendments thereof or supplements thereto, in each case in the case of form or forms mailed to IMC’s stockholders, the “Proxy Statement”) will, on at the date such Proxy Statement it is first mailed to the Company’s shareholders or stockholders of IMC and at the time of the Company Shareholder IMC Stockholders Meeting, or at the time that the Form S-4 is declared effective, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. All documents that Notwithstanding the Company is responsible for filing with the SEC in connection with the transactions contemplated hereinforegoing, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No no representation or warranty is made hereunder as by IMC with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement to the extent based upon on information supplied to by Newco or Cargill or its Subsidiaries specifically for inclusion or incorporation by reference in the Company by Form S-4 or on behalf of the Park PartiesProxy Statement.

Information Supplied. (a) None of the information supplied or to be supplied by or on behalf of the Company for inclusion or incorporation by reference in (i) the registration statement on Form S-4 or the Proxy Statement will (a) in the case of the Form S-4, at the time such document is F-4 to be filed with the SEC, at any time such document is amended or supplemented or SEC by Parent in connection with the issuance of Parent Ordinary Shares in the Merger (the "Form F-4") will at the time it is declared becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (bii) in the case proxy statement related to the meeting of the Company's stockholders to be held in connection with the Merger and the transactions contemplated by this Agreement (the "Proxy Statement") will, on the date such Proxy Statement it is first mailed to the Company’s shareholders 's stockholders or at the time of the Company Shareholder Meeting, or at the time that the Form S-4 is declared effectiveStockholders Meeting (as defined below), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. All documents that Notwithstanding the Company is responsible for filing with the SEC in connection with the transactions contemplated hereinforegoing, to the extent relating to the Company or any Company Subsidiary or other information supplied by or on behalf of the Company or any Company Subsidiary for inclusion therein, will comply as to form, in all material respects, with the provisions of the Securities Act or Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and each such document required to be filed with any Governmental Authority (other than the SEC) will comply in all material respects with the provisions of any applicable Law as to the information required to be contained therein. No no representation or warranty is made hereunder as by the Company with respect to statements made or incorporated by reference in the Form S-4 or the Proxy Statement or Form F-4 relating to the extent Parent or Merger Sub or based upon on information supplied by Parent or Merger Sub for inclusion or incorporation by reference therein. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act and the rules and regulations of the SEC thereunder. (b) None of the information supplied or to be supplied by the Company by or on behalf for inclusion in the Class 1 Shareholder Circular (which will include listing particulars under Part IV of the Park PartiesFinancial Services Act 0000 xx the United Kingdom, as amended (the "FSA")) (the "Parent Disclosure Circular") will, on the date the Parent Disclosure Circular is first mailed to shareholders of Parent and at the time of the extraordinary general meeting of Parent shareholders (the "Parent Shareholder Meeting") to vote on approval of the Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.