Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Monsanto has filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 1998 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "Monsanto SEC Documents”Reports"). No Subsidiary of Monsanto is required to file any form, report, registration statement or prospectus or other document with the SEC. As of their respective dates ordates, none of the Monsanto SEC Reports (and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereundercontained, and none of the Partnership Monsanto SEC Documents contained Reports filed subsequent to the date hereof will contain, any untrue statement of a material fact or omitted omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Monsanto SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of the Partnership operations and cash flows of Monsanto and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments that have not been and are not expected to be material in amount. All of such Monsanto SEC Reports, as of their respective dates (and as of the date of any other adjustments described thereinamendment to the respective Monsanto SEC Report), including complied as to form in all material respects with the notes theretoapplicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the Monsanto SEC Reports filed prior to the date hereof, since December 31, 1998, Monsanto and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Monsanto and its Subsidiaries or the footnotes thereto prepared in conformity with the generally accepted accounting principles GAAP, other than (A) liabilities incurred in the United States ordinary course of business or (“GAAP”B) (exceptliabilities that would not, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein either individually or in the notes thereto)aggregate, reasonably be expected to have a Material Adverse Effect on Monsanto.

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2017 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. The filings (aother than immaterial filings) The Partnership required to be made by NU and each the NU Subsidiaries under the Securities Act of its Subsidiaries has 1933, as amended (the "Securities Act"), the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC, FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto required to be filed with such commission. As of their respective dates, the reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents (including exhibits and all other information incorporated therein) required to be filed by NU or furnished by it any NU Subsidiary with the SEC since January 1, 2019 1997 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership "NU SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership SEC Documents ") complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)or PUHCA, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunderthereunder applicable to such NU SEC Documents, and none of the Partnership NU SEC Documents when filed contained any untrue statement of a material fact or omitted 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 which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership NU included in the Partnership NU SEC Documents fairly present (the "NU Financial Statements") comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the consolidated financial position published rules and regulations of the Partnership and its consolidated SubsidiariesSEC with respect thereto, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with the United States generally accepted accounting principles in the United States (“"GAAP”") (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of NU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments).

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Cigna has filed or furnished all formsregistration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2013 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case as they have been amended since the time of their filing and including all exhibits and schedules thereto and documents all other information incorporated therein, the “Cigna SEC Reports”). No material Subsidiary of Cigna is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Cigna SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a 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. Each of the financial statements (including the related notes) included in the Cigna SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Cigna and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Cigna’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Cigna SEC Reports (including any financial statements included or incorporated by reference therein), the “Partnership SEC Documents”). As as of their respective dates or, if amended, (and as of the date of any amendment to the last such amendmentrespective Cigna SEC Report), the Partnership SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership to such Cigna SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationReport. (bii) The consolidated financial statements Except (including all related notes and schedulesA) to the extent disclosed, reflected or reserved against in the balance sheet of the Partnership Cigna included in the Partnership Cigna SEC Documents fairly present Report last filed prior to the date hereof, (B) as incurred in all material respects the consolidated financial position ordinary course of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of business consistent with past practice since the date of the last such amendmentbalance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Cigna does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectwhether due or to become due, in the case of the unaudited statementsthat have or would reasonably be expected to have, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes thereto)aggregate, a Material Adverse Effect on Cigna.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Parent has timely filed or furnished all forms, documentsstatements, reports, schedules, certifications, prospectuses, registration documents and other statements reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since January July 1, 2019 2006 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership Parent SEC Documents”)) and has paid all fees and assessments due and payable. As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted omitted, or will 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, or are to be made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementhereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Partnership Parent SEC Documents and Documents. To the knowledge of Parent, none of the Partnership SEC Documents Parent reports is the subject of ongoing SEC review or investigationreview. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents fairly present in all material respects respects, and he consolidated financial statements (including all related notes and schedules) of Parent included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, therein including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2005, Parent has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

Reports and Financial Statements. (a) The Partnership Prior to the Effective Time, ITI will furnish Lil Marc with the audited ITI balance sheets as at December 31, 2000 and December 31, 2001, and the related statements of income and retained earnings, statements of cash flows and statements of stockholders equity of ITI for each of its Subsidiaries has filed or furnished all formsthe two fiscal years ended December 31, documents2001 (the "Audited Financial Statements"). Such Audited Financial Statements shall have been reviewed by an independent auditor experienced in Securities and Exchange Commission ("SEC") accounting, reportsshall be prepared in accordance with United States generally accepted accounting principals ("GAAP") and shall be in compliance with Regulation S-X, schedulesas promulgated under the Securities Act. (b) In each case, certifications, prospectuses, registration and other statements required to be filed or furnished by it with except for the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits absence of full footnote disclosures and schedules thereto required in accordance with GAAP, and documents incorporated year end audit adjustments which are not individually or in the aggregate material (i) the Audited Financial Statements shall be prepared by reference thereinmanagement of ITI, (ii) the “Partnership SEC Documents”). As Audited Financial Statements shall present fairly as of their respective dates orthe assets, if amendedliabilities, stockholders' equity and the financial condition of ITI, (iii) as of the date of such balance sheets, except as and to the last such amendmentextent reflected or reserved against therein, ITI did not have any liabilities or obligations (absolute or contingent) which should be reflected in a balance sheet or the Partnership SEC Documents complied notes thereto, prepared in accordance with GAAP, and all material respects with assets reflected therein are properly reported and present fairly the requirements value of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act assets of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may beITI in accordance with GAAP, and (iv) the applicable rules and regulations promulgated thereunderstatements of income, stockholders' equity, and none of changes in financial condition shall reflect fairly the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any material fact information required to be stated set forth therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information by GAAP. (c) Except as set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect Audited Financial Statements and to the Partnership SEC Documents and none knowledge of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Partnership ITI, ITI and its consolidated Subsidiariessubsidiaries have no material liabilities or obligations of any nature (whether asserted, as at the respective dates thereof (if amendedunasserted, as of the date of the last such amendmentaccrued, unaccrued, absolute, fixed, contingent, liquidated, unliquidated, due, to become due, or otherwise), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectthere is no fact, condition or circumstance which could reasonably be expected to result in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein such liabilities or in the notes thereto)obligations.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has filed or furnished all forms, reports and documents, reportsincluding all Reports on Form 10-K, schedules, certifications, prospectusesForm 10-Q and Form 8-K, registration statements and other proxy statements required to be filed or furnished by it with the SEC Commission since January 1, 2019 1997 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Partnership "Company SEC Documents”Reports"). As None of the Company SEC Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements balance sheets (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Company SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated other related financial statements (including the related notes) included in the Company SEC Reports present fairly, in all material respects, the results of their operations and their consolidated cash flows the changes in financial position of the Company and its Subsidiaries for the respective periods then ended (or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments adjustments. All of the Company SEC Reports, as of their respective dates, complied as to form in all material respects with the requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (b) OCC has filed all forms, reports and documents, including all Reports on Form 10-K, Form 10-Q and Form 8-K, registration statements and proxy statements required to be filed with the Commission since January 1, 1997 (collectively, the "OCC SEC Reports"). None of the OCC SEC Reports, as of their respective dates, contained any other adjustments described untrue statement of material fact or omitted to state a 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. Each of the consolidated balance sheets (including the notes theretorelated notes) included in the OCC SEC Reports presents fairly, in all material respects, the consolidated financial position of OCC and its Subsidiaries as of the respective dates thereof, and the other related statements (including the related notes) included in the OCC SEC Reports present fairly, in all material respects, the results of operations and the changes in financial position of OCC and its Subsidiaries for the respective periods or as of the respective dates set forth therein, all in conformity with GAAP consistently applied during the generally accepted accounting principles in the United States (“GAAP”) (exceptperiods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end adjustments. All of the OCC SEC Reports, as permitted of their respective dates, complied as to form in all material respects with requirements of the Exchange Act, the Securities Act and the applicable rules and regulations thereunder. (c) Except as set forth on Section 4.4 of the Company Disclosure Schedule, the Company and its Subsidiaries have not made any misstatements of fact, or omitted to disclose any fact, to any Governmental Entity, or taken or failed to take any action, which misstatements or omissions, actions or failures to act, individually or in the aggregate, subject or would subject any Licenses held by the SECCompany or any of its Subsidiaries to revocation or failure to renew, except where such revocation or failure to renew, individually or in the aggregate, does not and would not be reasonably likely to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole. (d) applied Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has guaranteed or otherwise agreed to become responsible for any Indebtedness of any other Person. (e) Except as set forth on Section 4.4 of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company has any obligation to contribute any additional capital to, or acquire any additional interest in, any of its Affiliates. (f) Except as and to the extent set forth in the Company SEC Reports or in any Section of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, that would be required by generally accepted accounting principles to be reflected on a consistent basis during consolidated balance sheet of the periods involved Company and its Subsidiaries (except as may be indicated therein or in including the notes thereto), except for liabilities or obligations incurred in the ordinary course of business since September 30, 1999, that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole.

Reports and Financial Statements. (a) The Partnership and each From January 1, 2012 through the date of its Subsidiaries this Agreement, the Company has filed or furnished all forms, documentsdocuments and reports with the SEC (such forms, documents and reports, schedules, certifications, prospectuses, registration and other statements the “Company SEC Documents”) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”)SEC. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Partnership Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Company SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in . None of the Partnership Company SEC Documents as of a later date (but before is, to the date of this Agreement) will be deemed to modify information as of an earlier date. As knowledge of the date of this AgreementCompany, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationoutstanding or unresolved comments. The Company has, prior to the date hereof, provided Parent or its Representatives with accurate and complete copies of all SEC comment letters received and response letters submitted and other correspondence with the SEC with respect to the Company SEC Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and correspondence are not publicly available. None of the Company Subsidiaries is, or at any time since January 1, 2012 has been, required to file any forms, reports or other documents with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Company included in the Partnership Company SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States Generally Accepted Accounting Principles (“GAAP”) (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Neither the Company nor any of the Company Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company or one of the Company Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (a) The Partnership and From January 1, 2012 through the date of this Agreement, each of its Subsidiaries has Parent and Actavis, Inc. have filed or furnished all forms, documentsdocuments and reports with the SEC (such forms, documents and reports, schedules, certifications, prospectuses, registration and other statements the “Parent SEC Documents”) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”)SEC. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the date of effectiveness and the dates of the relevant meetings, respectively), the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent or Actavis, Inc., as applicable, included in the Partnership Parent SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Partnership Parent or Actavis, Inc., as applicable, and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Neither Parent nor any of the Parent Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of the Parent Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of the Parent Subsidiaries in Parent’s financial statements or other Parent SEC Documents.

Reports and Financial Statements. (a) The Partnership and From January 1, 2012 through the date of this Agreement, each of its Subsidiaries has Parent and Actavis, Inc. have filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership Parent SEC Documents”). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent or Actavis, Inc., as applicable, included in the Partnership Parent SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Partnership Parent or Actavis, Inc., as applicable, and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has timely filed or furnished all forms, documents, reports, schedules, certificationsregistration statements, prospectuses, registration forms, reports and other statements documents required to be filed or furnished by it with under the SEC Securities Act or the Exchange Act since January 1, 2019 1998 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Partnership "COMPANY SEC Documents”REPORTS"). As The Company has previously furnished or made available to Tribune true and complete copies of all the Company SEC Reports filed prior to the date of this Agreement. The Company SEC Reports (a) as of their respective dates ordates, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied were prepared in all material respects accordance with the requirements of the Securities Act, Act or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and (b) did not at the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained time they were filed contain any untrue statement of a material fact or omitted omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from Subsidiary of the SEC staff with respect Company is subject to the Partnership SEC Documents and none periodic reporting requirements of the Partnership SEC Documents is Exchange Act. Each of the subject of ongoing SEC review or investigation. (b) The consolidated financial statements balance sheets (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Company SEC Documents fairly present Reports and the audited consolidated balance sheet of the Company as of December 31, 1999 (including the related notes) attached to Section 4.6 of the Company Disclosure Statement presents fairly, in all material respects respects, the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated other related statements (including the related notes) included in the Company SEC Reports and the other related audited statements of the Company as at or for the period ended December 31, 1999 (including the related notes) attached to Section 4.6 of the Company Disclosure Statement present fairly, in all material respects, the results of their operations and their consolidated cash flows the changes in financial position of the Company and its Subsidiaries for the respective periods then ended or as of the respective dates set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as otherwise noted therein and subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and adjustments. All of the Company SEC Reports, as of their respective dates, complied as to any other adjustments described therein, including the notes thereto) form in conformity all material respects with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case requirements of the unaudited statementsExchange Act and/or the Securities Act, as permitted by applicable, and the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)applicable rules and regulations thereunder.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it the Company SEC Documents with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”)SEC. As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date of this Agreement, the Partnership Company SEC Documents complied in all material respects with the requirements of the Securities ActDocuments, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 including any financial statements or schedules included therein (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained i) did not contain any untrue statement of a material fact or omitted omit to state any a 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 were made, not misleading, except that information set forth misleading and (ii) complied in all material respects with the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As applicable requirements of the date Exchange Act, the Securities Act, the rules and regulations of this Agreement, there are no outstanding or unresolved comments received from the SEC staff applicable to such Company SEC Documents. No Company Subsidiary is required to file any forms, reports or other documents with respect to the Partnership SEC Documents and none of SEC, the Partnership SEC Documents is the subject of ongoing SEC review NNM, any other stock exchange or investigationany other comparable Governmental Entity. (b) The consolidated financial statements (including all related notes Company Audited Financial Statements and schedules) of the Partnership included in the Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amendedCompany Unaudited Interim Financial Statements complied, as of the date their respective dates, with applicable accounting requirements and rules and regulations of the last such amendment), SEC. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statementsCompany Unaudited Interim Financial Statements and the Company Unaudited Annual Financial Statements, to normal year-end audit adjustments and, with respect to the Company Unaudited Interim Financial Statements, the absence of certain notes) and to any other adjustments described therein, including fairly present in all material respects (i) the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case consolidated financial position of the unaudited statementsCompany and the Company Subsidiaries as of the dates thereof and (ii) the consolidated results of operations, as permitted by changes in stockholders' equity and cash flows of the SEC) applied on a consistent basis during Company and the Company Subsidiaries for the periods involved (except as may be indicated therein or in the notes thereto)presented therein.

Reports and Financial Statements. (a) The Partnership Company and each of its -------------------------------- wholly owned Subsidiaries required to file reports under Sections 13 or 15(d) of the Exchange Act has filed or furnished all forms, documents, required reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 1995 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits thereto, and schedules thereto together with such other reports, schedules, forms, statements and documents incorporated other documents, filed by reference therein, the “Partnership SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects Company or any Subsidiary with the requirements of the Securities Act, SEC under the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Securities Act, including all exhibits thereto, the "COMPANY SEC REPORTS"). None of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)Company SEC Reports, as the case may beof their respective dates, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Company SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of operations and cash flows of the Partnership Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended set forth therein, and were prepared in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments that have not been and are not expected to be material in amount. All of the Company SEC Reports, as of their respective dates (and as of the date of any other adjustments described thereinamendment to the respective Company SEC Report), including the notes thereto) complied as to form in conformity all material respects with the generally accepted accounting principles applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. Except for matters reflected or reserved against in the United States (“GAAP”) (exceptbalance sheet for the period ended April 3, 1998 included in the case financial statements contained in the Company's most recent Form 10-Q, neither the Company nor any of its Subsidiaries has incurred since that date any liabilities or obligations of any nature (whether accrued, absolute, contingent, fixed or otherwise) which would be required under GAAP to be set forth on a consolidated balance sheet of the unaudited statementsCompany and its consolidated Subsidiaries, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or liabilities and obligations which were incurred in the notes thereto)ordinary course of business consistent with past practice since such date.

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January November 1, 2019 2013 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted 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. None of Parent’s Subsidiaries is, except that information set forth in or at any time since November 1, 2013 has been, required to file any forms, reports or other documents with the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationSEC. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectexcept, in the case of the unaudited statements, subject to normal year-end audit adjustments adjustments, the absence of notes and to any other adjustments described therein, including the in any notes thereto), (ii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements or other Parent SEC Documents.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has timely filed or furnished all forms, documents, reports, schedulesstatements, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished by it with the SEC since from January 1, 2019 2022 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kas amended and supplemented from time to time, the “Company SEC Documents”), each of which, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinas of its date, the “Partnership SEC Documents”). As of their respective dates or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Partnership SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of the Partnership Company SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to any of the Partnership Company SEC Documents and Documents, and, to the Knowledge of the Company, none of the Partnership Company SEC Documents is the subject of an ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Company and its Subsidiaries included in the Partnership Company SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) ), and were prepared in all material respects in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None of the Subsidiaries of the Company is required to file periodic reports with the SEC.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Parent has timely filed or furnished all forms, documents, reports, schedulesstatements, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished by it with the SEC since from January 1, 2019 2022 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kas amended and supplemented from time to time, the “Parent SEC Documents”), each of which, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinas of its date, the “Partnership SEC Documents”). As of their respective dates or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Partnership SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to any of the Partnership Parent SEC Documents and Documents, and, to the Knowledge of Parent, none of the Partnership Parent SEC Documents is the subject of an ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent and its Subsidiaries included in the Partnership Parent SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)) fairly presented in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) ), and were prepared in all material respects in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP and IFRS (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). None of the Subsidiaries of Parent is required to file periodic reports with the SEC.

Reports and Financial Statements. (a) The Partnership and each Except as set forth on Schedule 3.5(a) of its Subsidiaries the SkyTerra Disclosure Schedule, SkyTerra has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2019 2004 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Partnership SkyTerra SEC DocumentsReports”), and has previously made available to Motient true and complete copies of all such SkyTerra SEC Reports. As Such SkyTerra SEC Reports, as of their respective dates or, (or if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Partnership SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of such SkyTerra SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Partnership SEC Documents date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership SkyTerra included in the Partnership SkyTerra SEC Documents Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments and to any other adjustments described therein), in all material respects, the consolidated financial position of SkyTerra and its consolidated Subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of SkyTerra and its consolidated subsidiaries for the periods then ended. Except as disclosed in SkyTerra SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of SkyTerra since December 31, 2005. (b) Except as set forth on Schedule 3.5(b) of the notes theretoSkyTerra Disclosure Schedule, SkyTerra maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the generally accepted accounting principles in recorded accountability for assets is compared with the United States existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (“GAAP”c) (exceptSince January 1, 2005, neither SkyTerra nor, to SkyTerra’s knowledge, any director, officer, employee, auditor, accountant or representative of SkyTerra has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, in writing, regarding the case accounting or auditing practices, procedures, methodologies or methods of the unaudited statementsSkyTerra or SkyTerra’s internal accounting controls, including any complaint, allegation, assertion or claim that SkyTerra has engaged in questionable accounting or auditing practices. No attorney representing SkyTerra, whether or not employed by SkyTerra, has reported “evidence of a material violation” (as permitted by the SECdefined in 17 CFR Part 205) applied on a consistent basis during the periods involved (except as may be indicated therein to SkyTerra’s board of directors or in the notes thereto)any committee thereof or to any director or officer of SkyTerra.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Triarc has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished since January 2, 2006 by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership Triarc SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment (excluding any amendments made after the date of this Agreement), the Partnership Triarc SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Triarc SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the knowledge of Triarc, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership Triarc SEC Documents is the subject of ongoing any outstanding SEC review comments or outstanding SEC investigation. No Subsidiary of Triarc is required to file any form or report with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Triarc included in the Partnership Triarc SEC Documents fairly present in all material respects the consolidated financial position of the Partnership Triarc and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity each case in accordance with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Richmond County has timely filed or furnished all forms, documents, material reports, schedules, certifications, prospectuses, registration and other statements together with any amendments required to be filed or furnished by it made with respect thereto, that they were required to file since June 30, 1999 with the SEC since January 1(collectively, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”"RICHMOND COUNTY'S REPORTS"). As of their respective dates ordates, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents Richmond County's Reports contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents as . All of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present Richmond County's Reports complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements of Richmond County included in Richmond County's Reports filed with the SEC complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in Richmond County's Reports were prepared from the books and records of Richmond County and its subsidiaries, fairly present the consolidated financial position of the Partnership Richmond County and its consolidated Subsidiaries, as subsidiaries in each case at the respective dates thereof (if amended, and as of the date of the last such amendment), dates indicated and the consolidated results of their operations operations, retained earnings and their consolidated cash flows of Richmond County and its subsidiaries for the respective periods then ended (subjectindicated, and, except as otherwise set forth in the case of notes thereto, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby; PROVIDED, HOWEVER, that the unaudited statements, financial statements for interim periods are subject to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may which will not be indicated therein material individually or in the notes thereto)aggregate) and lack a statement of cash flows and footnotes.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Parent has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1December 31, 2019 2005 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership Parent SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects respects, and all documents required to be filed or furnished by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), or other applicable Laws, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained contained, and none of the Subsequent Parent SEC Documents will contain, any untrue statement of a material fact or omitted omitted, or will 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, or are to be made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents fairly present in all material respects respects, and when included in the Subsequent Parent SEC Documents will fairly present in all material respects, the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, therein including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) or on a basis reconciled to GAAP (except, in the case of the unaudited statements, as permitted by the SECapplicable rules and forms promulgated by the SEC or the comparable regulatory body of its home jurisdiction) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2007, Parent has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC regulatory rule or policy or applicable Law.

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has timely filed or furnished all forms, documents, reports, schedules, certificationsstatements, prospectuses, registration documents and reports (including exhibits and all other statements information incorporated therein) required to be filed or furnished by it with or to the SEC since January 1, 2019 2014 (collectively with all such forms, schedules, statements, documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Partnership Parent SEC Documents”)) and has timely paid all fees due in connection therewith. As of their respective dates or, if amended, as of the date of the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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. Since January 1, except that information set forth 2014, no executive officer of Parent has failed in any respect to make the Partnership SEC Documents as certifications required of a later date (but before him or her under Section 302 or 906 of the date of this Agreement) will be deemed to modify information as of an earlier date▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. As of the date of this Agreement, there are no outstanding or unresolved comments received from in any comment letters of the staff of the SEC staff with respect received by Parent relating to the Partnership Parent SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationDocuments. (b) The (i) Each of the consolidated financial statements balance sheets included in or incorporated by reference into the Parent SEC Documents (including all the related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present presents fairly, in all material respects respects, or, in the case of Parent SEC Documents filed after the date hereof, will present fairly, in all material respects, the consolidated financial position of the Partnership Parent and its consolidated SubsidiariesSubsidiaries as of its date and (ii) each of Parent’s consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows included in or incorporated by reference into Parent SEC Documents (including any related notes and schedules) (such statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows, together with the consolidated balance sheets referred to in clause (i) (and the related notes and schedules), the “Parent Financial Statements”) presents fairly, in all material respects, or, in the case of Parent SEC Documents filed after the date hereof, will present fairly, in all material respects, the results of operations and cash flows, as at the respective dates thereof case may be, of Parent and its consolidated Subsidiaries for the periods set forth therein, in the case of each of clause (if amended, as i) and clause (ii) of the date of the last such amendmentthis Section 4.4(b), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended in conformity with GAAP (subject, in the case of the unaudited statements, to normal recurring year-end audit adjustments and to any other adjustments described thereinthat are not, including the notes thereto) in conformity with the generally accepted accounting principles individually or in the United States (“GAAP”) (exceptaggregate, in material, and the case absence of the unaudited statements, as permitted by the SECnotes and footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) the Parent Financial Statements have been prepared from, and are in accordance in all material respects with, the books and records of Parent and its consolidated Subsidiaries and (iv) the Parent Financial Statements comply as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act. KPMG LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreement with Parent on a matter of accounting principles or practices, financial statement disclosures or auditing scope, practices or procedures. No financial statements of any Person other than Parent and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of Parent. (c) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any material joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since January 1, 2014, (i) none of Parent nor any Subsidiary of Parent nor, to the knowledge of Parent, any director, officer, employee, auditor, accountant or representative of Parent or any Subsidiary of Parent, has received any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or any material complaint, allegation, assertion or claim from employees of Parent or any Subsidiary of Parent regarding questionable accounting or auditing matters with respect to Parent or any Subsidiary of Parent, and (ii) no attorney representing Parent or any Subsidiary of Parent, whether or not employed by Parent or any Subsidiary of Parent, has reported evidence of a violation of securities Laws or breach of fiduciary duty by Parent, any Subsidiary of Parent or any of their respective officers, directors, employees or agents to Parent board of directors or any committee thereof, or to the general counsel or chief executive officer of Parent.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has filed or furnished furnished, on a timely basis, all forms, documents, reports, schedulesstatements, certifications, prospectusesdocuments, registration correspondence, registrations, and other statements reports required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since January 1December 31, 2019 2018 (collectively with all the forms, statements, certifications, documents and reports so filed or furnished on a voluntary basis on Form 8-Kby the Company and those filed or furnished to the SEC subsequent to the date of this Agreement, including any amendments thereto, including exhibits, schedules thereto and all other information incorporated by reference, the “Company SEC Documents”), each of which, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinas of its date, the “Partnership SEC Documents”). As of their respective dates or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Partnership SEC Documents complied complied, or if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act, and the rules and regulations of 2002 the SEC thereunder applicable to such Company SEC Documents, and no Company SEC Document as of its date (or, if amended or superseded by a filing prior to the date of this Agreement, as of the date of such amended or superseding filing) contained, and no Company SEC Documents filed with or furnished to the SEC subsequent to the date of this Agreement will contain, any untrue statement of a material fact or omitted 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. To the Knowledge of the Company, none of the Company SEC Documents is the subject of ongoing SEC review or outstanding SEC investigation and there are no outstanding or unresolved comments received from the SEC with respect to any of the Company SEC Documents. None of the Company’s Subsidiaries is required to file or furnish any forms, reports, or other documents with the SEC. (b) The Company and each Material Subsidiary has filed or furnished, on a timely basis (taking into account any relevant extensions), all material forms, statements, certifications, documents, correspondence, registrations, and reports required to be filed or furnished by it with any Governmental Entity since December 31, 2018 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ ActCompany Governmental Filings”), as except where the case may be, and failure to so file or furnish the Company Governmental Filings is not or would not reasonably be expected to be material to the Company or any Material Subsidiary. The Company Governmental Filings complied in all material respects with applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents Laws. No Company Governmental Filing contained any untrue statement of a material fact or omitted 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. (c) The Company is in all material respects in compliance with the applicable listing and corporate governance rules and regulations of the NYSE. Except as permitted by the Exchange Act, except that information set forth neither the Company nor any of its Affiliates has made, arranged or modified (in any material way) any extensions of credit in the Partnership SEC Documents as form of a later date (but before the date of this Agreement) will be deemed personal loan to modify information as of an earlier date. As any executive officer or director of the date Company. There (i) is no unresolved violation, criticism, or exception by any regulatory agency with respect to any report or statement relating to any examinations or inspections of this Agreementthe Company or any Company Subsidiaries and (ii) has been no formal or informal inquiries by, there are no outstanding or unresolved comments received from the SEC staff disagreements or disputes with, any regulatory agency with respect to the Partnership SEC Documents and none business, operations, policies or procedures of the Partnership SEC Documents is the subject of ongoing SEC review Company or investigationany Company Subsidiary since December 31, 2018. (bd) The consolidated financial statements (including all related notes and schedules) of the Partnership Company included in or incorporated by reference into the Partnership Company SEC Documents (or, if any such Company SEC Document is amended or superseded by a filing prior to the date of this Agreement, such amended or superseding Company SEC Document) (i) have been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries, (ii) fairly present presented, in all material respects respects, the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (iv) and were prepared, in all material respects, in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since December 31, 2018, no independent public accounting firm of the Company has resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (e) Section 3.4(e) of the Company Disclosure Schedules lists and describes any amounts of cash or funds that are subject to any restrictions on transfer or that otherwise cannot be transferred to the equity holders of the Company at will or without incurring material costs, Taxes or penalties, such as cash held by Company Subsidiaries that are subject to foreign exchange restrictions by foreign governments.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Galaxy has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2005 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kthe “Galaxy SEC Documents”), each of which, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinas of its date, the “Partnership SEC Documents”). As of their respective dates or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Partnership SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of the Partnership Galaxy SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementhereof, there are no outstanding or material unresolved comments received from issued by the staff of the SEC staff with respect to the Partnership SEC Documents and none any of the Partnership Galaxy SEC Documents is the subject of ongoing SEC review or investigationDocuments. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Galaxy included in the Partnership Galaxy SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)amendment filed prior to the date hereof) comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, fairly present in all material respects the consolidated financial position of Galaxy and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Partnership Company and each of its Subsidiaries has have filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration statements and other statements reports required to be filed or furnished prior to the date hereof by it them with the Securities and Exchange Commission (the “SEC”) since January 1, 2006 (the forms, documents, statements and reports filed with or furnished to the SEC since January 1, 2019 (collectively with all documents 2006 and those filed or furnished on a voluntary basis on Form 8-Kwith the SEC subsequent to the date of this Agreement, in each case if any, including all exhibits and schedules thereto and documents incorporated by reference thereinany amendments thereto, the “Partnership Company SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment prior to the date hereof, the Partnership Company SEC Documents complied complied, and each of the Company SEC Documents filed or furnished subsequent to the date of this Agreement will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 1933 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act”)) and the Exchange Act, as the case may be, and complied or will comply, as applicable, in all material respects with the then-applicable rules and regulations promulgated thereunder, and none accounting standards. None of the Partnership Company SEC Documents so filed or furnished or that will be filed or furnished subsequent to the date of this Agreement contained or will contain, as the case may be, any untrue statement of a material fact or omitted or will omit, as the case may be, 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, except that information set forth in . None of the Partnership Company’s Subsidiaries is required to file periodic reports with the SEC Documents as of a later date (but before pursuant to the date of this Agreement) will be deemed to modify information as of an earlier dateExchange Act. As of the date of this Agreementhereof, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none any of the Partnership Company SEC Documents is the subject of ongoing SEC review or investigationDocuments. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Company and its Subsidiaries included in or incorporated by reference into the Partnership Company SEC Documents fairly present present, in all material respects respects, the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Company has filed or furnished all forms, documents, required reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since with respect to periods commencing on and after January 1, 2019 1997 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "COMPANY SEC Documents”REPORTS"). As None of the Company SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the requirements this Agreement or of the Securities ActClosing Date, then on the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act date of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”such filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Company SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of operations and cash flows of the Partnership Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended set forth therein, all in conformity with U.S. generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of complete notes and normal year-end audit adjustments adjustments. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to any other adjustments described thereinthe respective Company SEC Report), including the notes thereto) complied as to form in conformity all material respects with the generally accepted accounting principles applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as set forth in the United States (“GAAP”) (exceptCompany SEC Reports filed prior to the date of this Agreement, and except for liabilities and obligations incurred in the case ordinary course of business since December 31, 1998, the Company does not have any liabilities or obligations of any nature required by GAAP to be set forth on a consolidated balance sheet of the unaudited statements, as permitted by Company which would be reasonably expected to have a Material Adverse Effect on the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)Company.

Reports and Financial Statements. (a) The Partnership Bemis and each of its Subsidiaries Bemis Subsidiary has filed or furnished furnished, as applicable, on a timely basis, all forms, documents, reports, schedulesstatements, certifications, prospectuses, registration reports and other statements documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2019 2016 (collectively with all the “Applicable Date”) (the forms, statements, certifications, reports and documents filed with or furnished on a voluntary basis on Form 8-Kto the SEC since the Applicable Date and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case including all together with any exhibits and schedules thereto and documents any information incorporated by reference therein, in each case as amended since the date of their filing and prior to the date hereof, collectively the “Partnership SEC DocumentsBemis Filings”). As Each of their respective dates the Bemis Filings, at the time of its filing or being furnished complied or, if amendednot yet filed or furnished, as will at the time of the date of the last such amendmentbeing filed or furnished comply, the Partnership SEC Documents complied in each case, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (Act, and any rules and regulations promulgated thereunder applicable to the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may beBemis Filings, and the applicable rules and regulations promulgated thereunderrequirements of the NYSE. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Bemis Filings did not, and none each Bemis Filing filed with or furnished to the SEC subsequent to the date of the Partnership SEC Documents contained this Agreement will not, contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and ▇▇▇▇▇’▇ knowledge, none of the Partnership SEC Documents Bemis Filings is the subject of ongoing SEC review review, inquiry, investigation or investigationchallenge or the subject of any outstanding or unresolved SEC comments. (b) The Each of the audited and unaudited consolidated financial statements included in or incorporated by reference into the Bemis Filings (including all the related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectpresents or, in the case of the unaudited statementsBemis Filings filed after the date of this Agreement, to normal year-end audit adjustments and to any other adjustments described thereinwill fairly present, including the notes thereto) in each case, in all material respects, in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), the consolidated financial position of Bemis and the Bemis Subsidiaries, as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to, in the case of any unaudited interim financial statements, normal and recurring year-end audit adjustments that are not and will not be material in amount or effect).

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇ has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by it with the SEC since January 1, 1998 (collectively, including all exhibits thereto, the "▇▇▇▇▇▇-▇▇▇▇▇▇▇ Act”SEC Reports"). No Subsidiary of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ is required to file any form, report, registration statement or prospectus or other document with the SEC. None of the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of the Partnership operations and cash flows of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal and recurring year-end audit adjustments that have not been and are not expected to be material in amount. All of such ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEC Reports, as of their respective dates (and as of the date of any other adjustments described thereinamendment to the respective ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEC Report), including complied as to form in all material respects with the notes theretoapplicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the ▇▇▇▇▇▇-▇▇▇▇▇▇▇ SEC Reports filed prior to the date hereof, since December 31, 1998, ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of ▇▇▇▇▇▇-▇▇▇▇▇▇▇ and its Subsidiaries or the footnotes thereto prepared in conformity with the generally accepted accounting principles GAAP, other than (A) liabilities incurred in the United States ordinary course of business, or (“GAAP”B) (exceptliabilities that, in the case of the unaudited statementsaggregate, as permitted by the SEC) applied would not reasonably be expected to have a Material Adverse Effect on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)▇▇▇▇▇▇-▇▇▇▇▇▇▇.

Reports and Financial Statements. (a) The Partnership Rockets and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2019 2016 (collectively such forms, documents and reports, together with all documents exhibits, financial statements and schedules filed or furnished on a voluntary basis on Form 8-Ktherewith, and all information, documents and agreements incorporated in each case any such form, document or report (but not including all exhibits and schedules thereto and documents any document incorporated by reference thereininto an exhibit), excluding the Joint Proxy Statement, the “Partnership Rockets SEC Documents”). As of their respective dates or, if amended, as of the date of the such last such amendment, the Partnership Rockets SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Rockets SEC Documents contained any untrue statement of a any material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . None of Rockets’ Subsidiaries are subject to the Partnership SEC Documents as reporting requirements of a later date (but before the date of this AgreementSection 13 or Section 15(d) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationExchange Act. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Rockets included in the Partnership Rockets SEC Documents (i) have been prepared from, and are in accordance with, the books and records of Rockets and its Subsidiaries, (ii) fairly present in all material respects respects, in accordance with United States generally accepted accounting principles (“GAAP”), the consolidated financial position of the Partnership Rockets and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto), and (iii) have been prepared in conformity accordance with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The books and records of Rockets and its Subsidiaries have been and are being maintained in all material respects in accordance with GAAP. Neither Rockets nor any of its Subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which has not been disclosed pursuant to the Rockets SEC Documents.

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has have filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2018 (collectively with all such forms, documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinreports, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-- ▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted 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 materially misleading. None of Parent’s Subsidiaries is, except that information set forth in or at any time since January 1, 2018 has been, required to file any forms, reports or other documents with the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationSEC. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents (the “Parent Financial Statements”) at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectexcept, in the case of the unaudited statements, subject to normal year-end audit adjustments adjustments, the absence of notes and to any other adjustments described therein, including in any notes thereto or with respect to pro forma financial information, subject to the notes theretoqualifications stated therein), (ii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. As of the date hereof, none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, or has a commitment to effect, enter into or create, any joint venture, or “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent Financial Statements or other Parent SEC Documents.

Reports and Financial Statements. (a) The Partnership Each of the Linn Parties and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2011 (collectively with all such documents and reports filed or furnished on by a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinLinn Party or any of its Subsidiaries, the “Partnership Linn Party SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Linn Party SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Linn Party SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Linn Party SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership each Linn Party included in the Partnership applicable Linn Party SEC Documents (the “Linn Party Financial Statements”) (i) fairly present in all material respects the consolidated financial position of the Partnership such Linn Party and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended ended, (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by subject to normal year-end audit adjustments and the SECabsence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date hereof, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by any Linn Party relating to the Linn Party SEC Documents.

Reports and Financial Statements. (a) The Partnership Buyer and each of its Subsidiaries has timely filed with or furnished to the SEC all forms, documents, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2018 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinBuyer or any of its Subsidiaries, the “Partnership Buyer SEC Documents”). As of their respective dates of filing or, in the case of Buyer SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamended filing, the Partnership Buyer SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Buyer SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Buyer SEC Documents as of a later date (but before the date of this Agreementhereof) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of the Partnership Buyer included in the Partnership Buyer SEC Documents Documents, (i) fairly present in all material respects the consolidated financial position of the Partnership Buyer and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), including the notes thereto(ii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) are in accordance, in all material respects with, the books and records of Buyer and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Buyer SEC Documents. None of the Buyer SEC Documents is, to the knowledge of Buyer, the subject of ongoing SEC review, and no enforcement action has been initiated against Buyer relating to disclosures contained in or omitted from any Buyer SEC Document. (d) Neither Buyer nor any of its Subsidiaries is a party to, nor does it have any binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Buyer or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Buyer or any of its Subsidiaries in Buyer’s financial statements or other Buyer SEC Documents.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Parent has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed with the SEC pursuant to the Exchange Act or furnished the Securities Act, and has previously provided or made available to the Company true and complete copies of all reports filed by it Parent with the SEC since January 1, 2019 2003 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC DocumentsReports”). As Such SEC Reports, as of their respective dates ordates, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership such SEC Documents Reports, as of its date, contained any untrue statement of a material fact or omitted to state any a 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, except . Except to the extent that information set forth contained in the Partnership such SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this AgreementReports has been revised, there are no outstanding supplemented, amended or unresolved comments received from the superceded by later-filed SEC staff with respect to the Partnership SEC Documents and Reports, or has otherwise become immaterial, none of the Partnership Parent SEC Documents is Reports contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the subject statements made therein, in the light of ongoing SEC review or investigation. (b) the circumstances under which they were made, not misleading. The consolidated financial statements (of Parent, including all related the notes and schedules) of the Partnership thereto, included in the Partnership SEC Documents Reports have been prepared in accordance with GAAP consistently applied (except as otherwise stated in the footnotes to the financial statements) and fairly present in all material respects the consolidated financial position condition of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Parent as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)ended.

Reports and Financial Statements. (ai) The Partnership Each of Time Warner and each of its Subsidiaries has TWE have filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it each of them with the SEC since January 1December 31, 2019 1996 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "Time Warner SEC Documents”Reports"). As Except as set forth in Section 4.2(d)(i) of the Time Warner Disclosure Schedule, no Subsidiary of Time Warner is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Time Warner SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Time Warner SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of operations and cash flows of Time Warner or TWE, as the Partnership case may be, and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end audit adjustments that have not been and are not expected to be material in amount. All of such Time Warner SEC Reports, as of their respective dates (and as of the date of any other adjustments described thereinamendment to the respective Time Warner SEC Report), including complied as to form in all material respects with the notes theretoapplicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the Time Warner SEC Reports filed and publicly available prior to the date hereof (the "Time Warner Filed SEC Reports"), Time Warner and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Time Warner and its Subsidiaries or the footnotes thereto prepared in conformity with the generally accepted accounting principles GAAP, other than (A) liabilities incurred in the United States ordinary course of business, (“GAAP”B) liabilities incurred in accordance with Section 5.2, (exceptC) liabilities for Taxes or (D) liabilities that, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes thereto)aggregate, would not reasonably be expected to have a Material Adverse Effect on Time Warner.

Reports and Financial Statements. (a) The Partnership Ensco and each of its Subsidiaries has timely filed with or furnished to the SEC all forms, documents, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2016 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinEnsco or any of its Subsidiaries, the “Partnership Ensco SEC Documents”)) and Ensco has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Ensco with the Registrar of Companies in England and Wales. As of their respective dates of filing or, in the case of Ensco SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Partnership Ensco SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Ensco SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Ensco SEC Documents as of a later date (but before the date of this Agreementhereof) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of the Partnership Ensco included in the Partnership Ensco SEC Documents (i) fairly present in all material respects the consolidated financial position of the Partnership Ensco and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), including the notes thereto(ii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Ensco and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Ensco SEC Documents. Ensco has heretofore made available to Rowan true, correct and complete copies of all written correspondence between Ensco and the SEC occurring since January 1, 2015. None of the Ensco SEC Documents is, to the knowledge of Ensco, the subject of ongoing SEC review, and no enforcement action has been initiated against Ensco relating to disclosures contained in or omitted from any Ensco SEC Document. (d) Neither Ensco nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Ensco or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Ensco or any of its Subsidiaries in Ensco’s financial statements or other Ensco SEC Documents.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Parent has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished by it with the SEC since January 1December 31, 2019 2015 (collectively with all such forms, documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent since such date, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Partnership Parent SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations of the SEC promulgated thereunder, and none of the Partnership Parent SEC Documents Documents, contained any untrue statement of a material fact or omitted 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. None of Parent’s Subsidiaries is, except that information set forth in or at any time since December 31, 2014 has been, required to file any forms, reports or other documents with the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationSEC. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in or incorporated by reference into the Partnership Parent SEC Documents (the “Parent Financial Statements”) (i) fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments that are not material and to any other adjustments described therein, including the notes thereto), (ii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), and (iii) comply as to form in all material respects with the applicable accounting requirements under the Securities Act, the Exchange Act and the applicable rules and regulations of the SEC. As of the date of this Agreement, Ernst & Young LLP has not resigned (or informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Reports and Financial Statements. (a) The Partnership Sodium and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2021 (collectively with all such documents and reports filed or furnished by Sodium or any of its Subsidiaries on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinor after such date, the “Partnership Sodium SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Sodium SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Sodium SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Sodium SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Sodium included in the Partnership Sodium SEC Documents fairly present in all material respects the consolidated financial position of the Partnership Sodium and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Sodium is not a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Sodium and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Sodium, in Sodium’s published financial statements or any Sodium SEC Documents.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has filed or furnished all forms, documents, reports, schedulesstatements, certifications, prospectuses, registration certifications and other statements documents (including all exhibits, amendments and supplements thereto) required to be filed or furnished by it with the SEC since January 1, 2019 2005 (collectively with all such forms, reports, statements, certificates and other documents filed with or furnished on a voluntary basis on Form 8-Kto the SEC since January 1, in each case including all exhibits and schedules thereto and documents incorporated by reference therein2005, with any amendments thereto, collectively, the “Partnership Company SEC DocumentsReports”), each of which, including any financial statements or schedules included therein, as finally amended prior to the date hereof, has complied as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act as of the date filed with the SEC. As None of their respective dates orthe Company’s Subsidiaries is required to file periodic reports with the SEC. None of the Company SEC Reports contained, when filed with the SEC and, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Partnership Company SEC Documents Reports, and (ii) to the knowledge of the Company, none of the Partnership Company SEC Documents Reports is the subject of ongoing SEC review review, outstanding SEC comment or outstanding SEC investigation. (b) The Each of the consolidated financial statements of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including all the related notes and schedules, where applicable) of the Partnership included in the Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments auditing adjustments, none of which are expected to be material in nature or amount) the results of the consolidated operations and to any other adjustments described therein, changes in stockholders’ equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such consolidated financial statements (including the related notes theretoand schedules, where applicable) complied, as of the date of filing, in conformity all material respects with applicable accounting requirements and with the generally accepted accounting principles published rules and regulations of the SEC applicable thereto and each of such financial statements (including the related notes and schedules, where applicable) were prepared in the United States (“GAAP”) accordance with GAAP (except, in the case of the unaudited statements, as permitted by the rules and regulations of the SEC) consistently applied on a consistent basis during the periods involved (involved, except in each case as may be indicated therein in such statements or in the notes thereto).

Reports and Financial Statements. (a) The Partnership and each From December 31, 2007 through the date of its Subsidiaries this Agreement, the Company has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished by it with the SEC since January 1, 2019 Securities and Exchange Commission (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC”) (the “Company SEC Documents”). None of the Company’s Subsidiaries is required to make any filings with the SEC. As of their respective dates or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Partnership Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Company SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Company included in the Partnership Company SEC Documents (i) have been prepared from, and are based upon the books and records of the Company and its consolidated subsidiaries and (ii) fairly present in all material respects the consolidated financial position of the Partnership Company and its consolidated Subsidiariessubsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the United States generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) To the knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or threatened, in each case regarding any accounting practices of the Company.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has timely filed or furnished with the SEC all forms, documents, reports, schedules, certifications, prospectuses, registration statements and other statements documents required to be filed or furnished by it with since April 2, 1997 under the SEC Securities Act or the Exchange Act (such documents, as supplemented or amended since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthe time of filing, the “Partnership "COMPANY SEC Documents”REPORTS"). As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Partnership Company SEC Documents Reports, including without limitation, any financial statements or schedules included or incorporated by reference therein, at the time filed (and, in the case of registration statements and proxy statements, on the dates of effectiveness and the dates of mailing, respectively) (i) complied in all material respects with the applicable requirements of the Securities Act, Act and the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained ii) did not contain any untrue statement of a material fact or omitted omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The audited consolidated financial statements and unaudited consolidated interim financial statements included or incorporated by reference in the Company SEC Reports (including all any related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present present, in all material respects respects, the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectset forth therein, in the each case of the unaudited statements, to normal year-end audit adjustments in accordance with past practice and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP consistently applied on a consistent basis during the periods involved (except as may be indicated therein or otherwise disclosed in the notes theretothereto and subject, where appropriate, to normal year-end adjustments that would not be material in amount or effect). (b) The Company has heretofore made available to UMI and MergerSub a complete and correct copy of any amendments or modifications to any Company SEC Reports filed prior to the date hereof which are required to be filed with the SEC but have not yet been filed with the SEC.

Reports and Financial Statements. (a) The Partnership and each Except as disclosed on the Schedule 4.4(a) of its Subsidiaries the Armada Disclosure Letter, Armada has timely filed with or furnished to the SEC all forms, documents, reports, schedules, certificationsforms, statements, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC Armada since January 1, 2019 2011 (collectively collectively, together with all documents filed or furnished with the SEC during such period by Armada on a voluntary basis in a Current Report on Form 8-K, in each case including all but excluding the Registration Statement and any exhibits and schedules thereto and documents other information incorporated by reference therein, the “Partnership Armada SEC DocumentsReports”). No Subsidiary of Armada is required to file any form, report, registration statement, prospectus or other document with the SEC. (b) As of their respective dates or, if amended, its filing date (and as of the date of any amendment to the last such amendmentrespective Armada SEC Report), each Armada SEC Report complied, and each Armada SEC Report filed subsequent to the Partnership SEC Documents complied date of this Agreement will comply, as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇S▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be. (c) As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such subsequent filing), each Armada SEC Report filed pursuant to the Exchange Act did not, and each such Armada SEC Report filed subsequent to the applicable rules and regulations promulgated thereunderdate of this Agreement will not, and none of the Partnership SEC Documents contained contain any untrue statement of a material fact or omitted 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. (d) Each Armada SEC Report that is a registration statement (other than the Registration Statement), as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, did not 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 thereintherein (in the case of any prospectus included in such registration statement, in light of the circumstances under which they were made, ) not misleading. (e) Armada has complied in all material respects with the applicable provisions of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (f) Armada maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Except to the extent otherwise stated in the Armada’s most recent Form 10-K or Form 10-Q filed with the SEC, except such disclosure controls and procedures are designed to ensure that information set forth required to be disclosed by Armada is recorded and reported on a timely basis to the individuals responsible for the preparation of the Armada’s filings with the SEC and other public disclosure documents. (g) Armada and its Subsidiaries have established and maintained a system of internal control over financial reporting (as required by in Rule 13a-15 under the Partnership SEC Documents as Exchange Act) (“internal controls”). Except to the extent otherwise stated in Armada’s most recent Form 10-K or Form 10-Q filed with the SEC, such internal controls are effective in providing reasonable assurance regarding the reliability of a later date (but before the Armada’s consolidated financial reporting and the preparation of Armada’s consolidated financial statements for external purposes in accordance with GAAP. Armada has disclosed, based on its most recent evaluation of internal controls prior to the date of this Agreement, to Armada’s auditors and audit committee (i) will be deemed any deficiencies, significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to modify information adversely affect Armada’s ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Armada’s internal controls and (iii) any pending and, to the Knowledge of Armada, threatened claim or allegation regarding any of the foregoing. Armada has made available to Mesa prior to the date of this Agreement any such disclosure made by management to Armada’s auditors and audit committee since January 1, 2011. (h) There are no outstanding loans or other extensions of credit including in the form of a personal loan (within the meaning of Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act) made by Armada or any of its Subsidiaries to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of an earlier dateArmada. As Armada has not, since the enactment of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act, taken any action prohibited by Section 402 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (i) Each principal executive officer and principal financial officer of Armada (or each former principal executive officer and principal financial officer of Armada, as applicable) have made all certifications required by Rule 13a-14 and 15d-14 under the Exchange Act and Sections 302 and 906 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act and any related rules and regulations promulgated by the SEC, and the statements contained in any such certifications are complete and correct. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (j) Schedule 4.4(j) of the Armada Disclosure Letter describes, and Armada has delivered to Mesa copies of the documentation creating or governing, all securitization transactions and other off-balance sheet arrangements (as defined in Item 303 of Regulation S-K of the SEC) that existed or were effected by Armada or its Subsidiaries since January 1, 2011. (k) Other than as disclosed in the Armada SEC Reports, since January 1, 2011, there has been no transaction, or series of similar transactions, agreements, arrangements or understandings, nor are there any proposed transactions as of the date of this Agreement, there are no outstanding or unresolved comments received from series of similar transactions, agreements, arrangements or understandings to which Armada or any of its Subsidiaries was or is to be a party, that would be required to be disclosed under Item 404 of Regulation S-K promulgated under the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationSecurities Act. (bl) The audited consolidated financial statements and unaudited consolidated interim financial statements (including all related including, in each case, any notes and schedulesthereto) of the Partnership Armada included or incorporated by reference in the Partnership Armada SEC Documents Reports fairly present (and in the case of such consolidated financial statements included or incorporated by reference in filings made after the date hereof, will fairly present), in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), in all material respects the consolidated financial position of the Partnership Armada and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Subsidiaries as of the date of the last such amendment), dates thereof and the their consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectsubject to normal and recurring year-end audit adjustments in the case of any unaudited interim financial statements) and complied or, in the case of consolidated financial statements included or incorporated by reference in filings made after the unaudited statementsdate hereof, will comply, in all material respects with applicable accounting requirements of the SEC. (m) There are no liabilities of Armada or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) liabilities reflected in or reserved against in Armada’s consolidated financial statements filed with Armada’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2012, (ii) future executory liabilities arising under any Armada Contract (other than as a result of a breach thereof) and (iii) accounts payable to normal year-end audit adjustments trade creditors and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles accrued expenses subsequently incurred in the United States (“GAAP”) (exceptordinary course of business consistent with past practice and that have not had and would not reasonably be expected to have, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes thereto)aggregate, a Material Adverse Effect on Armada. (n) Since January 1, 2011, Armada has not received written notice from the SEC or any other Governmental Entity that any of its accounting policies or practices are or may be the subject of any review, inquiry, investigation or challenge by the SEC or other Governmental Entity. There are no outstanding written comments from the SEC with respect to any of the Armada SEC Reports. (o) To the Knowledge of Armada, since January 1, 2011 (i) it has not received any substantive complaint, allegation, assertion or claim that Armada or any of its Subsidiaries has engaged in questionable accounting or auditing practices and (ii) no current or former attorney representing Armada or any of its Subsidiaries has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Armada or any of its officers, directors, employees or agents to Mesa’s or any committee thereof or to any director or executive officer of Armada. (p) To the Knowledge of Armada, since January 1, 2011, no employee of Armada or any of its Subsidiaries has provided or is providing information to any law enforcement agency regarding the commission or possible commission of any crime or the violation or possible violation of any Applicable Laws of the type described in Section 806 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act by Armada or any of its Subsidiaries. Neither Armada nor any of its Subsidiaries nor, to the Knowledge of Armada, any director, officer, employee, contractor, subcontractor or agent of Armada or any such Subsidiary has discharged, demoted, suspended, threatened, harassed or in any other manner discriminated against an employee of Armada or any of its Subsidiaries in the terms and conditions of employment because of any lawful act of such employee described in Section 806 of the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Parent has filed or furnished with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, documents, reports, schedules, certifications, prospectuses, registration statements and other statements documents required to be filed or furnished by it with and its Subsidiaries since December 31, 1993 under the SEC Exchange Act or the Securities Act (as such documents have been amended since January 1the time of their filing, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Partnership "Parent SEC Documents”"). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities ActDocuments, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 including, without limitation, any financial statements or schedules included therein (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained a) did not contain any untrue statement of a material fact or omitted 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 which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents misleading and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial position statements included in the Parent SEC Documents have been prepared from, and are in accordance with, the books and records of the Partnership and Parent and/or its consolidated Subsidiaries, as at comply in all material respects with applicable accounting requirements and with the respective dates thereof (if amended, as published rules and regulations of the date of the last such amendment)SEC with respect thereto, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, have been prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of the Parent and its consolidated Subsidiaries as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year end adjustments).

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Anthem has filed or furnished all formsregistration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2013 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case as they have been amended since the time of their filing and including all exhibits and schedules thereto and documents all other information incorporated therein, the “Anthem SEC Reports”). No material Subsidiary of Anthem is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Anthem SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a 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. Each of the financial statements (including the related notes) included in the Anthem SEC Reports (A) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Anthem and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure, and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Anthem’s consolidated financial position and the consolidated results of its operations for the periods covered by such financial statements. All of such Anthem SEC Reports (including any financial statements included or incorporated by reference therein), the “Partnership SEC Documents”). As as of their respective dates or, if amended, (and as of the date of any amendment to the last such amendmentrespective Anthem SEC Report), the Partnership SEC Documents complied as to form in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership to such Anthem SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationReport. (bii) The consolidated financial statements Except (including all related notes and schedulesA) to the extent disclosed, reflected or reserved against in the balance sheet of the Partnership Anthem included in the Partnership Anthem SEC Documents fairly present Report last filed prior to the date hereof, (B) as incurred in all material respects the consolidated financial position ordinary course of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of business consistent with past practice since the date of the last such amendmentbalance sheet referred to in the preceding clause (A), or (C) as incurred in connection with or expressly contemplated by this Agreement, Anthem does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent, determined, determinable or otherwise and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subjectwhether due or to become due, in the case of the unaudited statementsthat have or would reasonably be expected to have, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes thereto)aggregate, a Material Adverse Effect on Anthem.

Reports and Financial Statements. (a) The Partnership Since September 30, 2013, Parent and each of its Subsidiaries has and its Subsidiaries’ predecessor entities (each such entity, a “Parent Predecessor Entity”), have filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and reports (including exhibits and other statements information incorporated therein) required to be filed or furnished by it Parent or any Parent Predecessor Entity with the SEC since January 1, 2019 (collectively with respect to all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinsuch entities, the “Partnership Parent SEC Documents”)) and have filed prior to the date hereof all returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of such party with the Registrar of Companies in Ireland. As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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. No Parent Subsidiary is, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementor at any time since September 30, there are no outstanding or unresolved comments received from the SEC staff with respect 2013 has been, subject to the Partnership SEC Documents and none of periodic reporting requirements under the Partnership SEC Documents is the subject of ongoing SEC review or investigationExchange Act. (b) The consolidated financial statements (including all related notes and schedules) of Parent or the Partnership included relevant filer of Parent, a Parent Subsidiary or the Parent Predecessor Entity when filed complied as to form in all material respects with the Partnership applicable accounting requirements and the published rules and regulations of the SEC Documents with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Partnership such Person and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments which are not material and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any of the Parent SEC Documents, and, to Parent’s knowledge, none of the Parent SEC Documents is the subject of any ongoing review by the SEC.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Parent has filed or furnished all forms, documents, documents and reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2020 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, be and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2018 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied complied, as to form, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of the Partnership Parent included in the Partnership Parent SEC Documents (the “Parent Financial Statements”) (i) fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended ended, (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by subject to normal year-end audit adjustments and the SECabsence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) As of the date of this Agreement, there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. Parent has heretofore made available to the Company, through ▇▇▇▇▇ or otherwise, true, correct and complete copies of all material written correspondence between Parent or any of its Subsidiaries and the SEC occurring since January 1, 2018. As of the date of this Agreement, none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in the Parent Financial Statements or the Parent SEC Documents.

Reports and Financial Statements. (a) The Partnership Amcor and each of its the Amcor Subsidiaries has have filed or furnished furnished, as applicable, on a timely basis, all forms, documents, reports, schedulesstatements, certifications, prospectuses, registration reports and other statements documents required to be filed or furnished by it with or to ASIC since the SEC since January 1Applicable Date (the forms, 2019 (collectively with all certifications, statements, reports and documents filed with or furnished on a voluntary basis on Form 8-KASIC since the Applicable Date and those filed with or furnished to ASIC subsequent to the date of this Agreement, in each case including all together with any exhibits and schedules thereto and documents any information incorporated by reference therein, in each case as amended since the date of their filing and prior to the date hereof, collectively, the “Partnership SEC Amcor ASIC Documents”). Each of the Amcor ASIC Documents, at the time of its filing or being furnished complied or, if not yet filed or furnished, will at the time of being filed or furnished comply, in each case, in all material respects with the applicable requirements of the Australian Act and the applicable requirements of ASIC and ASX. As of their respective dates (or, if amendedamended prior to the date of this Agreement, as of the date of the last such amendment), the Partnership SEC Amcor ASIC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may bedid not, and each Amcor ASIC Documents filed with or furnished to ASIC subsequent to the applicable rules and regulations promulgated thereunderdate of this Agreement will not, and none of the Partnership SEC Documents contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under in which they were made, not misleading. None of the Amcor ASIC Documents is the subject of ongoing ASIC review, except that information set forth inquiry, investigation or challenge or the subject of outstanding or unresolved comments. (b) Each of the audited and unaudited consolidated financial statements included in or incorporated by reference into the Amcor ASIC Documents (including the related notes and schedules) fairly presents or, in the Partnership SEC case of the Amcor ASIC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of filed after the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included will fairly present, in the Partnership SEC Documents fairly present each case, in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiariesrespects, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) IFRS applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), the consolidated financial position of Amcor and the Amcor Subsidiaries, as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to, in the case of any unaudited interim financial statements, normal and recurring year-end audit adjustments, that are not and will not be material in amount or effect). (c) Since the Applicable Date, Amcor has complied in all material respects with its continuous disclosure obligations under ASX Listing Rule 3.1 and, other than in relation to the Transactions, is not relying on the carve-out in Listing Rule 3.1 to withhold any material information from public disclosure.

Reports and Financial Statements. (a) The Partnership and each Except as set forth on Schedule 3.5(a) of its Subsidiaries the Motient Disclosure Schedule, Motient has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements reports required to be filed or furnished by it with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act since January 1, 2019 2004 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereincollectively, the “Partnership Motient SEC DocumentsReports”), and has previously made available to BCE true and complete copies of all such Motient SEC Reports. As Such Motient SEC Reports, as of their respective dates or, (or if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendmentfiling), the Partnership SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of such Motient SEC Reports, as of their respective dates (or if amended or superseded by a filing prior to the Partnership SEC Documents date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Motient included in the Partnership Motient SEC Documents Reports have been prepared in accordance with GAAP consistently applied throughout the periods indicated (except as otherwise noted therein or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal normal, recurring year-end audit adjustments and to any other adjustments described therein), in all material respects, the consolidated financial position of Motient and its consolidated subsidiaries as at the dates thereof and the consolidated results of operations and cash flows of Motient and its consolidated subsidiaries for the periods then ended. Except as disclosed in the Motient SEC Reports there has been no change in any of the significant accounting (including Tax accounting) policies or procedures of Motient since December 31, 2005. (b) Except as set forth on Schedule 3.5(b) of the notes theretoMotient Disclosure Schedule, Motient maintains a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the generally accepted accounting principles in recorded accountability for assets is compared with the United States existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (“GAAP”c) (exceptSince January 1, 2005, neither Motient nor, to Motient’s knowledge, any director, officer, employee, auditor, accountant or representative of Motient has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, in writing, regarding the case accounting or auditing practices, procedures, methodologies or methods of the unaudited statementsMotient or Motient’s internal accounting controls, including any complaint, allegation, assertion or claim that Motient has engaged in questionable accounting or auditing practices. No attorney representing Motient, whether or not employed by Motient, has reported “evidence of a material violation” (as permitted by the SECdefined in 17 CFR Part 205) applied on a consistent basis during the periods involved (except as may be indicated therein to Motient’s board of directors or in the notes thereto)any committee thereof or to any director or officer of Motient.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Since December 12, 2014, the Company has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1(the “Company SEC Documents”), 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Keach of which, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinas of its date, the “Partnership SEC Documents”). As of their respective dates or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Partnership SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunderthereunder except as addressed through resolved comments of the staff of the SEC prior to the date hereof, and none of the Partnership Company SEC Documents as of the date it was filed, or, if amended, as finally amended prior to the date of this Agreement, contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Company included in the Partnership Company SEC Documents (if amended, as amended by the last such amendment prior to the date of this Agreement) fairly present presented in all material respects the consolidated financial position balance sheet of the Partnership Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results statements of their operations comprehensive income and their consolidated statements of cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) The Company and its Subsidiaries maintain internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company (x) has implemented and maintains disclosure controls and procedures to ensure that material information relating to the Company and its Subsidiaries is made known to the chief executive officer and the chief financial officer of the Company by others within those entities and (y) has disclosed, based on its most recent evaluation, to the Company’s outside auditors and the audit committee of the Company Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Reports and Financial Statements. (a) The Partnership Company and each of its Subsidiaries has timely filed with or furnished to the SEC all forms, documents, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2018 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinCompany or any of its Subsidiaries, the “Partnership Company SEC Documents”)) and Company has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Company with the Registrar of Companies in Jersey. As of their respective dates of filing or, in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendmentamended filing, the Partnership Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Company SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Company SEC Documents as of a later date (but before the date of this Agreementhereof) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of the Partnership Company included in the Partnership Company SEC Documents (i) fairly present in all material respects the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), including the notes thereto(ii) were prepared in conformity with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) are in accordance, in all material respects with, the books and records of Company and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act, the Securities Act and the Companies Law. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Company SEC Documents. Company has heretofore made available to Buyer true, correct and complete copies of all written correspondence between Company and the SEC occurring since January 1, 2019. None of the Company SEC Documents is, to the knowledge of Company, the subject of ongoing SEC review, and no enforcement action has been initiated against Company relating to disclosures contained in or omitted from any Company SEC Document. (d) Neither Company nor any of its Subsidiaries is a party to, nor does it have any binding commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Company or any of its Subsidiaries in Company’s financial statements or other Company SEC Documents.

Reports and Financial Statements. (a) The Partnership and each From January 1, 2014 through the date of its Subsidiaries this Agreement, Cyclone has filed or furnished published (as applicable) all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished published prior to the date hereof by it with the SEC since January 1, 2019 listing requirements of the SIX (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC "Cyclone SIX Documents”"). As of their respective dates dates, or, if amended, as of the date of (and giving effect to) the last such amendment, the Partnership SEC Cyclone SIX Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the SIX applicable rules and regulations promulgated thereunderto such Cyclone SIX Documents, and none of the Partnership SEC Cyclone SIX Documents contained any untrue statement of a any material fact or omitted 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. None of the Cyclone SIX Documents is, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this AgreementAgreement and to the knowledge of Cyclone, there are no outstanding the subject of ongoing review by the SIX. Cyclone has, prior to the date hereof, provided Hurricane or unresolved comments received from its Representatives with true, correct and complete copies of all correspondence between Cyclone or any Cyclone Subsidiary and the SEC staff SIX with respect to the Partnership SEC Documents Cyclone SIX Documents, within the year prior to the date of this Agreement to the extent such comment letters, response letters and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationcorrespondence are not publicly available. (b) The consolidated financial statements (including all related notes and schedules) of Cyclone and the Partnership Cyclone Subsidiaries included in the Partnership SEC Cyclone SIX Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SIX with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Partnership Cyclone and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) IFRS (except, in the case of the unaudited statements, as to the extent permitted by applicable Law and the SECrules and regulations of the SIX) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished by it with the SEC on a timely basis since January 128, 2019 2011 (collectively together with all any documents so filed or furnished during such period on a voluntary basis on Form 8-Kbasis, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinas may have been amended, the “Partnership Company SEC Documents”). As Each of their respective dates the Company SEC Documents, including all Company SEC Documents filed or furnished after the date hereof, complied or, if amendednot yet filed, will comply, as of the date of the last such amendment, the Partnership SEC Documents complied to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act Act. As of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)date filed or furnished with the SEC, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Company SEC Documents, including all Company SEC Documents filed or furnished after the date hereof, contained or, if not yet filed, will contain any untrue statement of a material fact or omitted omitted, or if not yet filed, will omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementhereof, there are no material outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none any of the Partnership Company SEC Documents is the subject of ongoing SEC review or investigationFilings. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Company included in the Partnership Company SEC Documents, and including all Company SEC Documents filed after the date hereof, fairly present presented, or if not yet filed, will fairly present, in all material respects the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and operations, their consolidated cash flows and changes in stockholders’ equity for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared, or if not yet filed, will be prepared, in all material respects in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved referred to therein (except as may be indicated therein or in the notes thereto). Since January 28, 2011, subject to any applicable grace periods, the Company has been and is in compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of NASDAQ, except for any such noncompliance that would not, individually or in the aggregate, constitute a Material Adverse Effect. (c) As of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries PDN has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished by it with the SEC since January 1, 2019 2013 with the SEC (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership PDN SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment (excluding any amendments made after the date of this Agreement), the Partnership PDN SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership PDN SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. To the knowledge of PDN, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership PDN SEC Documents is the subject of ongoing any outstanding SEC review comments or outstanding SEC investigation. No Subsidiary of PDN is required to file any form or report with the SEC. PDN has made available to NAPW all material correspondence (if such correspondence has occurred since January 1, 2013) between the SEC on the one hand, and PDN and any of its Subsidiaries, on the other hand received by PDN prior to the date of this Agreement. The certifications and statements required by (A) Rule 13a-14 under the Exchange Act and (B) 18 U.S.C. §1350 (Section 906 of the ▇▇▇▇▇▇▇▇-­▇▇▇▇▇ Act) relating to the PDN SEC Documents (collectively, the “Certifications”) are accurate and complete and comply as to form and content with all applicable Law. As used in this Section 4.4, the term “file” and variations thereof shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership PDN included in the Partnership PDN SEC Documents fairly present in all material respects the consolidated financial position of the Partnership PDN and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity each case in accordance with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Except as noted in Section 4.4(c) of the PDN Disclosure Schedule, PDN is in compliance with all applicable NASDAQ listing rules and requirements and continued listing standards, and, to PDN’s knowledge, there are no facts that cause or could reasonably be expected to cause PDN to be non-compliant with any applicable NASDAQ listing rules and requirements and continued listing standards. (d) PDN auditor has at all times since the date of enactment of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act been: (i) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇­-▇▇▇▇▇ Act); (ii) to the knowledge of the PDN, “independent” with respect to the PDN within the meaning of Regulation S-X under the Exchange Act; and (iii) to the knowledge of the PDN, in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the rules and regulations promulgated by the SEC and the Public Company Accounting Oversight Board thereunder. (e) Since January 1, 2013, there have been no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer or chief financial officer of PDN, the Board of Directors of PDN or any committee thereof, other than ordinary course audits or reviews of accounting policies and practices or internal controls required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. Except as noted in Section 4.4(c) of the PDN Disclosure Schedule, since January 1, 2013, neither PDN nor its independent auditors have identified (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by PDN, (ii) any fraud, whether or not material, that involves PDN’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by PDN or (iii) any claim or allegation regarding any of the foregoing.

Reports and Financial Statements. (a) The Partnership Company and each of its Subsidiaries has controlling stockholders have filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2001 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership SEC DocumentsReports”). As None of the SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a 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, except that information set forth in . The SEC Reports and any public announcements made by the Partnership SEC Documents as of a later date (but before Company after the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, hereof as of the date of filing or announcement, as applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the last such amendment)statements therein, in light of the circumstances, not misleading. Each of the financial statements (including the related notes) included in the SEC Reports presents fairly, in all material respects, the consolidated financial position and the consolidated results of their operations and their consolidated cash flows of the Company as of the respective dates or for the respective periods then ended set forth therein, all in conformity with GAAP (as defined herein) applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end audit and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure. All of such SEC Reports, as of their respective dates (and as of the date of any amendment to the respective SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act. (b) Except as disclosed in the SEC Reports filed prior to the date hereof, the Company has not incurred any other adjustments described thereinliabilities or obligations (whether or not accrued, including contingent or otherwise) that are of a nature that would be required to be disclosed on a balance sheet of the notes thereto) Company or the footnotes thereto prepared in conformity with the generally accepted accounting principles GAAP, other than (A) liabilities incurred in the United States ordinary course of business or (“GAAP”B) (exceptliabilities that would not, in the case of aggregate, reasonably be expected to have a Material Adverse Effect on the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)Company.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries has filed or furnished all formsUNC SEC Reports complied, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”). As as of their respective dates orof filing, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the all applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunderof the SEC. As of their respective dates, and none of the Partnership SEC Documents such forms, reports or documents, including without limitation any financial statements or schedules included therein, contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements Each of the balance sheets (including all the related notes and schedules) of the Partnership included in the Partnership UNC SEC Documents Reports fairly present in all material respects presented the consolidated financial position of the Partnership and its consolidated Subsidiaries, UNC Companies as at of the respective dates thereof thereof, and the other related financial statements (if amended, including the related notes and schedules) included therein fairly presented the results of operations and cash flows of the UNC Companies for the respective fiscal periods or as of the date respective dates set forth therein. Each of the last such amendment)financial statements (including the related notes and schedules) included in the UNC SEC Reports (i) complied as to form with the applicable accounting requirements and rules and regulations of the SEC, and (ii) was prepared in accordance with GAAP consistently applied during the consolidated results of their operations periods presented, except as otherwise noted therein and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, subject to normal year-end and audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of any unaudited interim financial statements. (c) Except for UNC, none of the unaudited statementsUNC Companies is required to file any forms, as permitted by reports or other documents with the SEC, Nasdaq, the NYSE or any other foreign or domestic securities exchange or Governmental Authority with jurisdiction over securities laws. UNC has timely filed all reports, registration statements and other filings required to be filed by it with the SEC. (d) The balance sheet as of December 31, 1996 included in the UNC 1996 Management Statements fairly presents the consolidated financial position of the UNC Companies as of that date and the other related financial statements included therein fairly present the results of operations and cash flows of the UNC Companies for the year then ended. The UNC 1996 Management Statements have been prepared in accordance with GAAP consistently applied on a consistent basis during the period presented. (e) The balance sheet (including the related notes and schedules) included in the Audited 1996 Statements will, when issued, fairly present the consolidated financial position of the UNC Companies as of the respective dates thereof, and the other related financial statements (including the related notes and schedules) included therein will fairly present the results of operations and cash flows of the UNC Companies for the respective fiscal periods or as of the respective dates set forth therein. The Audited 1996 Statements (including the related notes and schedules) will, when issued, (i) comply as to form with the applicable accounting requirements and rules and regulations of the SEC, (ii) will have been prepared in accordance with GAAP consistently applied during the periods involved (presented, except as may be indicated therein or otherwise noted therein, and (iii) will not, except as set forth in Schedule 5.5, differ materially from the notes thereto)UNC 1996 Management Statements.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership Company SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendmentamendment filed prior to the date of this Agreement, the Partnership Company SEC Documents Documents, including any financial statements or schedules included therein (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement thereunder. None of a material fact or omitted to state any material fact the Company Subsidiaries is required to be stated therein file any forms, reports or necessary to make other documents with the statements thereinSEC, in light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents other than as of a later date (but before the date of contemplated by this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) Each of the Financial Statements have been prepared from, and are in accordance with, the books and records of the Company and the Company Subsidiaries. The Financial Statements complied, as of their respective dates, in all material respects with applicable accounting requirements and rules and regulations of the SEC. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated in the notes thereto and subject, in the case of interim condensed consolidated financial statements (including all related notes statements, to normal, recurring and schedulesimmaterial year-end adjustments and the absence of certain notes) of the Partnership included in the Partnership SEC Documents and fairly present in all material respects respects, (i) the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Company Subsidiaries as of the date of the last such amendment), dates thereof and (ii) the consolidated results of their operations operations, changes in stockholders equity and their consolidated cash flows of the Company and the Company Subsidiaries for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described presented therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has timely filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2007 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied complied, and as of the Closing, all forms, documents and reports filed with the SEC subsequent to the date hereof will comply, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained contain, and as of the Closing, none of the forms, documents and reports filed with the SEC subsequent to the date hereof will contain, any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents fairly present present, and as of the Closing, all consolidated financial statements (including the related notes and schedules) of Parent included in the forms, documents and reports filed with the SEC subsequent to the date hereof will fairly present, in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Company has filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2000 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "Company SEC Documents”Reports"). As No Subsidiary of the Company is required to file any form, report, registration statement or prospectus or other document with the SEC. None of the Company SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedules) of the Partnership included or incorporated by reference in the Partnership Company SEC Documents fairly Reports presents fairly, or will present fairly, in all material respects respects, the consolidated financial position and consolidated results of operations, retained earnings and cash flows of the Partnership Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal and recurring year-end audit adjustments that have not been and are not expected to be material in amount. All of such Company SEC Reports, as of their respective dates (and as of the date of any other adjustments described thereinamendment to the respective Company SEC Report), including complied as to form in all material respects with the notes theretoapplicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the Company SEC Reports filed prior to the date hereof, the Company and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of the Company and its Subsidiaries or the footnotes thereto prepared in conformity with the generally accepted accounting principles GAAP, other than (A) liabilities incurred in the United States ordinary course of business, or (“GAAP”B) (exceptliabilities that, in the case of aggregate, would not reasonably be expected to have a Material Adverse Effect on the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)Company.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Mars has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2005 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kthe “Mars SEC Documents”), each of which, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinas of its date, the “Partnership SEC Documents”). As of their respective dates or, if amended, as of finally amended prior to the date of the last such amendmentthis Agreement, the Partnership SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, as of the date filed with the SEC, and none of the Partnership Mars SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementhereof, there are no outstanding or material unresolved comments received from issued by the staff of the SEC staff with respect to the Partnership SEC Documents and none any of the Partnership Mars SEC Documents is the subject of ongoing SEC review or investigationDocuments. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Mars included in the Partnership Mars SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)amendment filed prior to the date hereof) comply in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, fairly present in all material respects the consolidated financial position of Mars and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2012 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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. None of Parent’s Subsidiaries is, except that information set forth in or at any time since January 1, 2012 has been, required to file any forms, reports or other documents with the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationSEC. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended ended, (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by subject to normal year-end audit adjustments and the SECabsence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. None of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), in each case where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements or other Parent SEC Documents.

Reports and Financial Statements. (a) The Partnership Rowan and each of its Subsidiaries has timely filed with or furnished to the SEC all forms, documents, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2016 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinRowan or any of its Subsidiaries, the “Partnership Rowan SEC Documents”)) and Rowan has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Rowan with the Registrar of Companies in England and Wales. As of their respective dates of filing or, in the case of Rowan SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Partnership Rowan SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and the rules and regulations promulgated thereunder (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Rowan SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Rowan SEC Documents as of a later date (but before the date of this Agreementhereof) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of the Partnership Rowan included in the Partnership Rowan SEC Documents (i) fairly present in all material respects the consolidated financial position of the Partnership Rowan and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), including the notes thereto(ii) were prepared in conformity with the U.S. generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Rowan and its consolidated Subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Rowan SEC Documents. Rowan has heretofore made available to Ensco true, correct and complete copies of all written correspondence between Rowan and the SEC occurring since January 1, 2015. None of the Rowan SEC Documents is, to the knowledge of Rowan, the subject of ongoing SEC review, and no enforcement action has been initiated against Rowan relating to disclosures contained in or omitted from any Rowan SEC Document. (d) Neither Rowan nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Rowan or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Rowan or any of its Subsidiaries in Rowan’s financial statements or other Rowan SEC Documents.

Reports and Financial Statements. (ai) The Partnership Each of Oryx and each of its Subsidiaries Sun Energy Partners, L.P. ("Oryx Partnership") has filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 1997 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "Oryx SEC Documents”Reports"). As Since such date, no other Subsidiary of Oryx has been required to file or has filed any form, report, registration statement, prospectus or other document with the SEC. None of the Oryx SEC Reports, as of their respective dates or(and, if amendedamended or superseded by a filing prior to the date of this Agreement or the Closing Date, then as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Oryx SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of operations and cash flows of Oryx or Oryx Partnership, as the Partnership case may be, and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments that have not been and are not expected to be material in amount. All of such Oryx SEC Reports, as of their respective dates (and as of the date of any other adjustments described thereinamendment to the respective Oryx SEC Report), including complied as to form in all material respects with the notes theretoapplicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Since December 31, 1997, Oryx and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a consolidated balance sheet of Oryx or Oryx Partnership, as the case may be, and its Subsidiaries or the footnotes thereto prepared in conformity with the generally accepted accounting principles GAAP, other than (A) liabilities incurred in the United States ordinary course of business or (“GAAP”B) (except, in the case of the unaudited statements, as permitted by the SEC) applied liabilities that would not reasonably be expected to have a Material Adverse Effect on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)Oryx.

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has filed with or furnished to the SEC all forms, documents, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2016 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Partnership Parent SEC Documents”)) and Parent has filed prior to the date hereof all material returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Parent with the Registrar of Companies in England and Wales. As of their respective dates of filing or, in the case of Parent SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act, their respective dates of effectiveness, or, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Partnership Parent SEC Documents complied complied, as to form, in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Parent SEC Documents as of a later date (but before the date of this Agreementhereof) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedulesschedules thereto) of the Partnership Parent included in the Partnership Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein), including the notes thereto(ii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by applicable rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated Subsidiaries and (iv) comply, as to form, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments from, or unresolved issues raised by, the staff of the SEC relating to the Parent SEC Documents. Parent has heretofore made available to the Company true, correct and complete copies of all written correspondence between Parent and the SEC occurring since January 1, 2016. None of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review, and no enforcement action has been initiated against Parent relating to disclosures contained in or omitted from any Parent SEC Document. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Parent or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements or other Parent SEC Documents.

Reports and Financial Statements. (a) The Partnership and each of Parent Group has complied with its Subsidiaries has filed obligations under Law to file with or furnished furnish all forms, documents, reports, schedules, certifications, prospectuses, registration statements and other statements documents required to be filed or furnished by it in accordance with the SEC since January 1, 2019 applicable Law (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC DocumentsParent Reports”). As of their respective dates its filing or furnishing date (or, if amended, as of amended or superseded by a filing or furnishing prior to the date of this Agreement, on the last date of such amendmentamended or superseded filing or furnishing), the Partnership SEC Documents (i) each Parent Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and each as in effect on the applicable rules and regulations promulgated thereunderdate such Parent Report was filed or furnished, and none of the Partnership SEC Documents contained (ii) each Parent Report did not contain any untrue statement of a material fact or omitted 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 were made, not misleading, except that information set forth . (b) There are no outstanding or unresolved comments contained in the Partnership SEC Documents as of a later date (but before comment letters received by the date of this Agreement) will be deemed Parent Group from the Securities and Exchange Commission with respect to modify information as of an earlier dateany Parent Reports. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents Agreement and none neither any member of the Partnership SEC Documents is Parent Group nor the Parent Reports is/are subject of ongoing SEC review to outstanding comments or investigationoutstanding investigations. (bc) The consolidated As of their respective dates the financial statements (including all related notes and schedules) of the Partnership Parent Group included in the Partnership SEC Documents Parent Reports, including any related notes thereto (the “Parent Financial Statements”) fairly and accurately present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations of the Parent and their consolidated cash flows its subsidiaries for the respective periods then ended (subjectcovered thereby. The Parent Group does not intend to correct or restate, nor is there any basis, facts or circumstances that would reasonably be expected to result in the case any correction or restatement of, any aspect of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including Parent Financial Statements. Since the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case date of the unaudited statementsParent Financial Statements in effect at the Closing Date and through the Earn-Out Qualifying Date, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may there has not been any change that has had or would reasonably be indicated therein expected to have, individually or in the notes thereto)aggregate, a Material Adverse Effect and since that date, the Parent and each of the subsidiaries has conducted its operations in the ordinary course of business, and, without limiting the generality of the foregoing. (d) Parent received no written notice from the any Governmental Authority regarding noncompliance with the applicable listing and corporate governance rules and regulations of the Exchange Act or the Securities Act.

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2011 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Sarbanes Oxley Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Parent SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents (i) fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended ended, (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes theretoii) were prepared in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by subject to normal year-end audit adjustments and the SECabsence of footnote disclosure) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and are in accordance with, the books and records of Parent and its consolidated subsidiaries and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. (c) There are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents. Parent has heretofore made available to the Company true, correct and complete copies of all written correspondence between Parent and the SEC occurring since January 1, 2010. None of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (d) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent or one of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or person, on the other hand) or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent or any of its Subsidiaries in Parent’s financial statements or other Parent SEC Documents

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Wendy’s has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished since January 2, 2006 by it with the SEC since January 1, 2019 Securities and Exchange Commission (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC”) (the “Wendy’s SEC Documents”). As of their respective dates dates, or, if amended, as of the date of the last such amendmentamendment (excluding any amendments made after the date of this Agreement), the Partnership Wendy’s SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Wendy’s SEC Documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementthat, there are no outstanding or unresolved comments received from the SEC staff with respect to projected financial information provided by or on behalf of Wendy’s, Wendy’s represents only that such information was prepared in good faith by management of Wendy’s on the Partnership SEC Documents and basis of assumptions believed by such management to be reasonable as of the time made. To the knowledge of Wendy’s, none of the Partnership Wendy’s SEC Documents is the subject of ongoing any outstanding SEC review comments or outstanding SEC investigation. No Subsidiary of Wendy’s is required to file any form or report with the SEC. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Wendy’s included in the Partnership Wendy’s SEC Documents fairly present in all material respects the consolidated financial position of the Partnership Wendy’s and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) ), in conformity each case in accordance with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Partnership Parent and each of its Subsidiaries has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 2022 (collectively with all such documents and reports filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinParent or any of its Subsidiaries, the “Partnership Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Partnership Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Parent SEC Documents contained any untrue statement of a material fact or omitted 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, except that information set forth in the Partnership Parent SEC Documents as of a later date (but before the date of this Agreementrepresentation) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there There are no outstanding or unresolved comments received by Parent from the SEC staff with respect to any of the Partnership Parent SEC Documents Documents, and to the knowledge of Parent, none of the Partnership Parent SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Parent included in the Partnership Parent SEC Documents fairly present in all material respects the consolidated financial position of the Partnership Parent and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). (c) Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among Parent and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the purpose of such contract is to avoid disclosure of any material transaction involving, or material liabilities of, Parent in Parent’s published financial statements or any Parent SEC Documents.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Parent has filed with the SEC, and has therefore made available to Seller (by public filing with the SEC or furnished otherwise) true and complete copies of all forms, documents, reports, schedules, certificationsforms, prospectuses, registration statements and other any definitive proxy or information statements required to be filed or furnished by it with Parent pursuant to the SEC Exchange Act since January 1, 2019 2003 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC DocumentsFilings”). As , each of their respective dates or, if amended, as of the date of the last such amendment, the Partnership SEC Documents which has complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, as in effect on the date so filed, except to the extent updated, amended, restated or corrected by a subsequent SEC Filing filed or furnished to the SEC by Parent and none in either case, publicly available prior to the date hereof. None of the Partnership SEC Documents Filings (including, any financial statements or schedules included or incorporated by reference therein) contained when filed, and any SEC Filings filed with the SEC subsequent to the date hereof will not contain, any untrue statement of a material fact or omitted to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership extent updated, amended, restated or corrected by a subsequent SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationFiling. (b) The consolidated Except to the extent updated, amended, restated or corrected by a subsequent SEC Filing, all of the financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present Filings, in all material respects each case, including any related notes thereto, as filed with the consolidated financial position SEC (those filed with the SEC are collectively referred to as the “Parent Financial Statements”), have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of the Partnership and its consolidated Subsidiariesunaudited statements, as at the respective dates thereof (if amended, as may be permitted by Form 10-Q of the date of the last such amendment), SEC and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal normal, year-end audit adjustments which could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect). The consolidated balance sheets (including the related notes) included in such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the consolidated financial position of Parent and to any other adjustments described thereinits consolidated subsidiaries at the respective dates thereof, and the consolidated statements of operations, stockholders’ equity and cash flows (in each case, including the notes theretorelated notes) included in conformity with such Parent Financial Statements (if applicable, as updated, amended, restated or corrected in a subsequent SEC Filing) fairly present, in all material respects, the generally accepted accounting principles in consolidated statements of operations, stockholders’ equity and cash flows of Parent and its consolidated subsidiaries for the United States (“GAAP”) (exceptperiods indicated, subject, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may to normal, year-end audit adjustments which could not reasonably be indicated therein expected to be material, individually or in the aggregate. (c) Parent has designed and maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (d) The management of Parent has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Parent, including its consolidated subsidiaries, is made known to the Chief Executive Officer and Chief Financial Officer of Parent by others within those entities, and (ii) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to Parent’s outside auditors and the audit committee of the board of directors of Parent (A) all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. (e) Neither Parent nor any of its consolidated subsidiaries has any liabilities or obligations of any kind whatsoever, whether or not accrued and whether or not contingent or absolute, that are material to Parent and its consolidated subsidiaries, taken as a whole, other than (i) liabilities or obligations disclosed or provided for in the consolidated balance sheet of Parent and its consolidated subsidiaries as of December 31, 2005, including the notes thereto), contained in the SEC Filings, (ii) liabilities or obligations incurred on behalf of Buyer in connection with this Agreement, (iii) liabilities or obligations incurred in the ordinary course of business consistent with past practice since January 1, 2006, and (iv) other liabilities or obligations that are not otherwise covered by insurance that were not, or could not reasonably be expected to be, material and adverse to the businesses of Parent and its consolidated subsidiaries, taken as a whole.

Reports and Financial Statements. Corel has made available to Inprise prior to the execution of this Agreement a true and complete copy of each form, report, schedule, registration statement, definitive proxy statement and other document (atogether with all amendments thereof and supplements thereto) The Partnership and each filed by Corel or any of its Subsidiaries has filed or furnished all formswith Canadian securities regulatory authorities and the SEC, documents, reports, schedules, certifications, prospectuses, registration the TSE and other statements required to be filed or furnished by it with the SEC Nasdaq since January 1, 2019 1997 (collectively with all as such documents filed have since the time of their filing been amended or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinsupplemented, the “Partnership SEC Documents”"Corel Reports"), which are all the documents (other than preliminary material) that Corel and its Subsidiaries were required to file with the SEC, Canadian securities regulatory authorities and the TSE since such date. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Partnership SEC Documents Corel Reports (i) complied as to form in all material respects with the requirements of the Securities Act, Act or the Exchange Act or Canadian securities laws and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may beTSE, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted 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 which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents The audited consolidated financial statements and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The unaudited interim consolidated financial statements (including all related notes and schedulesincluding, in each case, the notes, if any, thereto) of the Partnership included in the Partnership SEC Documents fairly present Corel Reports (the "Corel Financial Statements") complied as to form in all material respects with the consolidated financial position published rules and regulations of the Partnership and its consolidated SubsidiariesCanadian securities regulatory authorities with respect thereto, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, were prepared in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity accordance with the generally accepted accounting principles in the United States Canada (“"Canadian GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Canadian securities laws) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments and to the absence of complete notes (which are not expected to be, individually or in the aggregate, materially adverse to Corel and its Subsidiaries taken as a whole)) the consolidated financial position of Corel and its consolidated subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. Except as set forth in Section 4.05 of the Corel Disclosure Letter, each Subsidiary of Corel is treated as a consolidated subsidiary of Corel in the Corel Financial Statements for all periods covered thereby.

Reports and Financial Statements. (ai) The Partnership and each Since December 31, 2011 through the date of its Subsidiaries this Agreement, Covidien has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and reports (including exhibits and other statements information incorporated therein) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership Covidien SEC Documents”)) and has filed prior to the date hereof all returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Covidien with the Registrar of Companies in Ireland. As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Partnership Covidien SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Covidien SEC Documents contained any untrue statement of a material fact or omitted 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, made not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (bii) The consolidated financial statements (including all related notes and schedules) of the Partnership Covidien included in the Partnership Covidien SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Partnership Covidien and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) U.S. GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Partnership representation in this Article 4.5 is subject to the condition subsequent that Additional Consideration, if any, is in the form of common stock of the Purchaser, the Purchaser having no responsibility, liability or obligation for breach of this representation if no Additional Consideration is payable pursuant to Article 2.3 or if the Purchaser elects to pay the Additional Consideration entirely in cash pursuant to such Article, and each this representation is deemed not to be made by the Purchaser in the event the Additional Consideration does not consist in whole or in part of its Subsidiaries common stock of the Purchaser. The Purchaser has filed or furnished all forms, documents, required reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC Securities and Exchange Commission (the "SEC") since January 1December 31, 2019 2001 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership "PURCHASER SEC Documents”REPORTS"). As None of the Purchaser SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Purchaser SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and results of operations and cash flows of the Partnership and its consolidated Subsidiaries, Purchaser as at of the respective dates thereof or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles consistently applied during the periods involved except as otherwise noted therein. All of the Purchaser SEC Reports, as of their respective dates (if amended, and as of the date of any amendment to the last such amendmentrespective Purchaser SEC Report), complied as to form in all material respects with the applicable requirements of the Securities and Exchange Act and the consolidated results of their operations rules and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)regulations promulgated thereunder.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Since March 31, 1998, the Company has filed or furnished all forms, documents, required reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1(collectively, 2019 the "Reports"). None of the Company's Subsidiaries is required to file any form, report or other document with the SEC. Each of the financial statements and the related schedules and notes thereto included in the Reports (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kincorporated therein by reference) present fairly, in each case including all exhibits material respects, the consolidated financial position and schedules thereto consolidated results of operations and documents incorporated by reference cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles ("GAAP") (except, in the “Partnership SEC Documents”). As case of interim unaudited financial statements, as permitted by Form 10-Q) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of interim unaudited financial statements, to normal and recurring year-end adjustments that have not been and are not reasonably expected to be material in amount, and such financial statements complied as to form as of their respective dates or, if amended, as of the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder. Each Report was prepared in accordance with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunderthereunder and did not, on the date of effectiveness in the case of any registration statement under the Securities Act, on the date of mailing in the case of any proxy statement under the Exchange Act and none on the date of filing in the case of any other Report (and, if amended or superseded by a filing prior to the date of this Agreement or of the Partnership SEC Documents contained Closing Date, then on the date of such filing), contain any untrue statement of a material fact or omitted omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (ai) The Partnership AFH and each of its Subsidiaries has have each timely filed or furnished all forms, documents, material reports, schedulesregistrations and statements, certifications, prospectuses, registration and other statements together with any amendments required to be filed or furnished by it made with respect thereto, that they were required to file since December 31, 1998 with (A) the FDIC, (B) the Department, (C) the NASD and (D) the SEC since January 1(collectively, 2019 (collectively with "AFH'S REPORTS") and have paid all documents filed or furnished on a voluntary basis on Form 8-K, fees and assessments due and payable in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”)connection therewith. As of their respective dates ordates, if amended, as none of the date of the last such amendment, the Partnership SEC Documents complied in all material respects AFH's Reports filed with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents as . All of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from AFH's Reports filed with the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present complied in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder. (ii) Each of the financial statements of AFH included in AFH's Reports filed with the SEC complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The financial statements included in AFH's Reports were prepared from the books and records of AFH and its Subsidiaries, fairly present the consolidated financial position of the Partnership AFH and its consolidated Subsidiaries, as Subsidiaries in each case at the respective dates thereof (if amended, and as of the date of the last such amendment), dates indicated and the consolidated results of their operations operations, retained earnings and their consolidated cash flows of AFH and its Subsidiaries for the respective periods then ended (subjectindicated, and, except as otherwise set forth in the case of notes thereto, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby; PROVIDED, HOWEVER, that the unaudited statements, financial statements for interim periods are subject to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may which will not be indicated therein material individually or in the notes thereto)aggregate) and lack a statement of cash flows and footnotes.

Reports and Financial Statements. (a) The Partnership and Since January 1, 2018, each of its Subsidiaries AB and the Bank have filed all reports and statements, together with any required amendments to these reports and statements (collectively, the “AB Regulatory Reports”), that they were required to file with (i) the Federal Reserve, (ii) the FDIC, and (iii) any other applicable federal or state banking, insurance, or other regulatory authorities, and has paid all material fees and assessments due and payable in connection herewith. Each of the AB Regulatory Reports, including the related financial statements and exhibits, complied as to form in all material respects with all applicable statutes, rules and regulations as of their respective dates. (b) AB has filed or furnished all forms, documents, reports, schedules, certificationsregistration statements, prospectuses, registration and other statements documents, together with all amendments thereto, required to be filed or furnished by it with the SEC since January 1December 31, 2019 2018 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership AB SEC DocumentsReports”). As of their respective dates of filing with the SEC (or, if amendedamended or superseded by a subsequent filing prior to the date hereof, as of the date of the last such amendmentsubsequent filing), the Partnership AB SEC Documents Reports complied (and each AB SEC Report filed subsequent to the date hereof and prior to the Effective Time will comply) in all material respects with the requirements of the Securities Act, the Exchange Act applicable Laws and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”)did not or will not, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained contain any untrue statement of a material fact or omitted omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there There are no outstanding comments from, or unresolved comments received from issues raised by, the SEC staff with respect to the Partnership SEC Documents and none any of the Partnership AB SEC Documents Reports. To the Knowledge of AB, no enforcement action by the SEC relating to its disclosures in any AB SEC Report is the subject of ongoing SEC review pending or investigationthreatened against AB or its directors or officers. (bc) The consolidated financial statements (including all related notes and schedules) Each of the Partnership AB’s balance sheets included in the Partnership SEC Documents AB Financial Statements has been prepared in conformity with GAAP and fairly present presents in all material respects (or, in the consolidated case of AB Financial Statements for periods ending on a date following the Execution Date, will fairly present) the financial position of each of AB and the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, Bank as of the date of the last such amendment)balance sheet. Each of the statements of income, and the consolidated results of their operations and their consolidated cash flows for and shareholders’ equity included in the respective periods then ended AB Financial Statements, fairly presents (subjector, in the case of AB Financial Statements to be prepared and filed with the unaudited SEC pursuant to AB’s reporting obligations under the Exchange Act for periods ending on a date following the Execution Date, will fairly present) the results of operations, shareholders’ equity and cash flows, as the case may be, of each of AB and the Bank for the periods set forth in these statements, to normal year-end audit adjustments and to any other adjustments described thereinin each case in accordance with GAAP, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or noted in these statements. (d) AB maintains a system of internal accounting controls sufficient to comply with all legal and accounting requirements applicable to the businesses of AB and the AB Subsidiaries. Since January 1, 2018, AB has not identified any material weaknesses in the notes thereto)design or operation of its internal control over financial reporting, and AB has not effected any material change in its internal control over financial reporting. (e) Since January 1, 2018, to the Knowledge of AB, neither AB nor any of the AB Subsidiaries, nor, any director, officer, or auditor of AB or any of the AB Subsidiaries, has received or otherwise obtained knowledge of any material complaint, allegation, or claim regarding (i) the accounting or auditing practices or procedures (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of AB or any AB Subsidiary, including any material complaint, allegation, or claim that AB or any AB Subsidiary has engaged in questionable accounting or auditing practices, or (ii) any material violation of securities laws, breach of fiduciary duty or similar violation by AB or any AB Subsidiary or any of their respective officers, directors, employees or agents. (f) The books and records of AB and the AB Subsidiaries have been accurately maintained in all material respects, and in accordance with the business practices customary in the banking industry, and they fairly reflect the substance of events and transactions included therein. Such books and records comply in all material respects with applicable legal, regulatory, accounting and banking requirements in effect at the time they were produced. (g) Schedule 3.1.4(g) lists all investments (other than investments in AB Subsidiaries and securities issued by any Governmental Authority) owned by AB, the Bank, or any other AB Subsidiary as of March 31, 2021. All such investments comply with all applicable Laws and regulations, including without limitation the BHC Act.

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Purchaser has filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC (as defined in Section 8.13(m)) since January 1August 16, 2019 2001 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case as they have been amended since the time of their filing and including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "Purchaser SEC Documents”Reports"). As No Subsidiary of Purchaser is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Purchaser SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Purchaser SEC Documents fairly present Reports (A) presents fairly, in all material respects respects, the consolidated financial position and consolidated results of the Partnership operations and cash flows of Purchaser and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described set forth therein, including the notes thereto) all in conformity with the generally accepted accounting principles in the United States (“"GAAP”") (exceptapplied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, as permitted by to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Purchaser's consolidated financial position and the SEC) applied on a consistent basis during consolidated results of its operations for the periods involved covered by such financial statements. Except as set forth in Section 3.1(d) of the Purchaser Disclosure Schedule, all of such Purchaser SEC Reports (except including any financial statements included or incorporated by reference therein), as may of their respective dates (and as of the date of any amendment to the respective Purchaser SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except (A) to the extent reflected in the balance sheet of Purchaser included in the Purchaser SEC Report last filed prior to the date hereof, (B) as set forth in Section 3.1(d) of the Purchaser Disclosure Schedule, (C) incurred in the ordinary course of business since the date of the balance sheet referred to in the preceding clause (A), (D) incurred after the date of the balance sheet referred to in the preceding clause (A) pursuant to the terms of contracts in effect as of the date hereof or (E) incurred after the date of the balance sheet referred to in the preceding clause (A) pursuant to the terms of contracts entered into after the date hereof not in violation of the Agreement, Purchaser does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that have or would reasonably be indicated therein expected to have, individually or in the notes thereto)aggregate, a Material Adverse Effect on Purchaser. (iii) Purchaser has heretofore made available to Company a complete and correct copy of all material agreements, documents or other instruments required to be, but which have not yet been, filed with the SEC and any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by Purchaser with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (ai) The Partnership Global and each of its Subsidiaries has Global Crossing Holdings Ltd. ("GLOBAL HOLDINGS") have filed or furnished all forms, documents, required reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 1998 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "GLOBAL SEC Documents”REPORTS"). As No Subsid iary of Global other than Global Holdings is required to file any form, report or other document with the SEC. None of the Global SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Global SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of the Partnership operations and cash flows of Global and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments that have not been and are not expected to any other adjustments described thereinbe material in amount. All of such Global SEC Reports, as of their respective dates, complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Global has made available to Frontier drafts of the consolidated financial statements of Global and its Subsidiaries at and for the year ended December 31, 1998 of Global (in the respective form thereof as of the date of this Agreement, collectively, the "GLOBAL DRAFT DISCLOSURES"). To the knowledge of Global, each of the Global Draft Disclosures, including the notes theretofinancial statements included therein, is in substantially final form, except that the Global Draft Disclosures do not disclose any information with respect to this Agreement, the transactions contemplated hereby or the effect that this Agreement or such transactions might have on the business, financial condition or results of operations (actual, pro forma or projected) of Global and its Subsidiaries (collectively, the "GLOBAL TRANSACTION INFORMATION"). The Global Draft Disclosures were not prepared for the purpose of providing to Frontier or any other Person any Global Transaction Information. To the knowledge of Global, except with respect to Global Transaction Information, (x) the draft financial statements (including the related notes) included in the Global Draft Disclosures present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of Global and its Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) GAAP consistently applied on a consistent basis during the periods involved (except as may otherwise noted therein and (y) all of the Global Draft Disclosures comply as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder. (iii) From December 31, 1998 until the date of this Agreement, Global and its Subsidiaries have not incurred any liabilities that are of a nature that would be indicated therein required to be disclosed on a balance sheet of Global and its Subsidiar ies or the footnotes thereto prepared in conformity with GAAP, other than (A) liabilities incurred in the ordinary course of business or (B) liabilities that would not, individually or in the notes thereto)aggregate, reasonably be expected to have a Material Adverse Effect on Global.

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Purchaser has filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC (as defined in Section 8.13(m)) since January 1August 16, 2019 2001 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case as they have been amended since the time of their filing and including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership Purchaser SEC DocumentsReports”). As No Subsidiary of Purchaser is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the Purchaser SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Purchaser SEC Documents fairly present Reports (A) presents fairly, in all material respects respects, the consolidated financial position and consolidated results of the Partnership operations and cash flows of Purchaser and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described set forth therein, including the notes thereto) all in conformity with the generally accepted accounting principles in the United States (“GAAP”) (exceptapplied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, as permitted by to normal and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure and (B) contains and reflects all necessary adjustments and accruals for a fair presentation of Purchaser’s consolidated financial position and the SEC) applied on a consistent basis during consolidated results of its operations for the periods involved covered by such financial statements. Except as set forth in Section 3.1(d) of the Purchaser Disclosure Schedule, all of such Purchaser SEC Reports (except including any financial statements included or incorporated by reference therein), as may of their respective dates (and as of the date of any amendment to the respective Purchaser SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except (A) to the extent reflected in the balance sheet of Purchaser included in the Purchaser SEC Report last filed prior to the date hereof, (B) as set forth in Section 3.1(d) of the Purchaser Disclosure Schedule, (C) incurred in the ordinary course of business since the date of the balance sheet referred to in the preceding clause (A), (D) incurred after the date of the balance sheet referred to in the preceding clause (A) pursuant to the terms of contracts in effect as of the date hereof or (E) incurred after the date of the balance sheet referred to in the preceding clause (A) pursuant to the terms of contracts entered into after the date hereof not in violation of the Agreement, Purchaser does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that have or would reasonably be indicated therein expected to have, individually or in the notes thereto)aggregate, a Material Adverse Effect on Purchaser. (iii) Purchaser has heretofore made available to Company a complete and correct copy of all material agreements, documents or other instruments required to be, but which have not yet been, filed with the SEC and any amendments or modifications which have not yet been filed with the SEC to agreements, documents or other instruments which previously had been filed by Purchaser with the SEC pursuant to the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Purchaser has filed or furnished all forms, documentsrequired registration statements, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 2004 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case as they have been amended since the time of their filing and including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership Purchaser SEC DocumentsReports”). As None of the Purchaser SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Purchaser SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of the Partnership operations and its consolidated Subsidiaries, cash flows of Purchaser as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end audit and recurring adjustments that were not or are not expected to be material in amount, and lack footnote disclosure. All of such Purchaser SEC Reports (including any financial statements included or incorporated by reference therein), as of their respective dates (and as of the date of any amendment to any other adjustments described thereinthe respective Purchaser SEC Report), including the notes thereto) complied as to form in conformity all material respects with the generally accepted accounting principles applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (b) Except (A) to the extent reflected in the United States (“GAAP”) (except, balance sheet of Purchaser included in the case Purchaser SEC Report last filed prior to the date hereof or (B) incurred in the ordinary course of business since the date of the unaudited statementsbalance sheet referred to in the preceding clause (A), as permitted by the SEC) applied on a consistent basis during the periods involved (except as may Purchaser does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that have or would reasonably be indicated therein expected to have, individually or in the notes thereto)aggregate, a Material Adverse Effect on Purchaser.

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Company has filed or furnished will file prior to Closing all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 1999 until the Closing (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "Company SEC Documents”Reports"). As No Subsidiary of Company is required to file any form, report, registration statement or prospectus or other document with the SEC. None of the Company SEC Reports, as of their respective dates or(and, if amended, as of amended or superseded by a filing prior to the date of this Agreement or the last Closing Date, then on the date of such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”filing), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained or will contain any untrue statement of a material fact or omitted or will omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As Each of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all the related notes and schedulesnotes) of the Partnership included in the Partnership Company SEC Documents fairly present Reports presents fairly, in all material respects respects, the consolidated financial position and consolidated results of the Partnership operations and cash flows of Company and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein, all in conformity with GAAP applied on a consistent basis throughout the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal year-end audit and recurring adjustments that were not or are not expected to be material in amount, and lack of footnote disclosure. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to any other adjustments described thereinthe respective Company SEC Report), including the notes thereto) complied as to form in conformity all material respects with the generally accepted accounting principles applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (ii) Except (A) to the extent reflected in the United States (“GAAP”) (except, balance sheet of Company included in the case Company SEC Report last filed prior to the date hereof, (B) as set forth in Section 3.2(d) of the unaudited statementsCompany Disclosure Schedule or (C) incurred in the ordinary course of business since the date of the balance sheet referred to in the preceding clause (A), as permitted by the SEC) applied on a consistent basis during the periods involved (except as may Company does not have any liabilities or obligations of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to become due, that have or would reasonably be indicated therein expected to have, individually or in the notes thereto)aggregate, a Material Adverse Effect on Company.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports required to be filed or furnished by it with the SEC on a timely basis since January 129, 2019 2012 (collectively together with all any documents so filed or furnished during such period on a voluntary basis on Form 8-Kbasis, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinas may have been amended, the “Partnership Company SEC Documents”). As of their respective dates or, if amended, as Each of the date of the last such amendment, the Partnership Company SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “​ ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder. As of the date filed with or furnished to the SEC, and none of the Partnership Company SEC Documents contained any untrue statement of a material fact or omitted 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 were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementhereof, there are no material outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none any of the Partnership Company SEC Documents is the subject of ongoing SEC review or investigationDocuments. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Company included in the Partnership Company SEC Documents fairly present in all material respects the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and operations, their consolidated cash flows and changes in stockholders’ equity for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in all material respects in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited financial statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). The Company has been and is in material compliance with the applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and the applicable rules and regulations of NASDAQ.

Reports and Financial Statements. (ai) The Partnership and each Since December 31, 2011 through the date of its Subsidiaries this Agreement, Covidien has filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration documents and reports (including exhibits and other statements information incorporated therein) required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership Covidien SEC Documents”)) and has filed prior to the date hereof all returns, particulars, resolutions and documents required to be filed or to be delivered on behalf of Covidien with the Registrar of Companies in Ireland. As of their respective dates dates, or, if amended, as of the date of the last such amendment, the Partnership Covidien SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-- ▇▇▇▇▇ Act of 2002 2002, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Covidien SEC Documents contained any untrue statement of a material fact or omitted 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, made not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (bii) The consolidated financial statements (including all related notes and schedules) of the Partnership Covidien included in the Partnership Covidien SEC Documents when filed complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto in effect at the time of such filing and fairly present in all material respects the consolidated financial position of the Partnership Covidien and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) U.S. GAAP (except, in the case of the unaudited statements, as to the extent permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has filed or furnished all formsregistration statements, documentsproxy statements, information statements, prospectuses, reports, schedules, certifications, prospectuses, registration forms and other statements documents required to be filed or furnished by it with the SEC Commission, since January 1, 2019 1998, under the Securities Act or the Exchange Act (collectively with all documents of the foregoing filed or furnished on a voluntary basis on Form 8-Kprior to the date hereof, in each case including and all exhibits included therein and financial statements and schedules thereto and documents documents, other than exhibits to such documents, incorporated by reference therein, being referred to herein as the “Partnership "Company SEC Documents”"). As No Subsidiary of Company is required to file any registration statement, proxy statement, information statement, prospectus, report, schedule, form or other document with the Commission. All of the Company SEC Documents, as of their respective dates or, of filing (or if amended, as of amended or superseded by a filing prior to the date of this Agreement, then on the last date of such amendment, the Partnership SEC Documents filing): (i) complied in all material respects as to form with the applicable requirements of the Securities Act or Exchange Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained (ii) did not contain any untrue statement of a material fact or omitted 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 which they were made, not misleading, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial balance sheets and the related consolidated statements of operations, stockholders' equity and cash flows (including all the related notes and schedulesthereto) of the Partnership Company and its Subsidiaries included in the Partnership Company SEC Documents fairly present (collectively, the "Company Financial Statements") complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto, fairly presented the consolidated financial position of the Partnership and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated the changes in stockholders' equity and cash flows for Company and its Subsidiaries as of their respective dates and for the respective periods then ended covered thereby and have been prepared in accordance with generally accepted accounting principles (subject"GAAP") consistently applied during the periods involved, (except as otherwise noted therein, or, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) (except, in the case of the unaudited interim financial statements, as may be permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes theretoCommission).

Reports and Financial Statements. (ai) The Partnership and each of its Subsidiaries Elan has filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it with the SEC since January 1, 2019 (collectively 1998. No Subsidiary of Elan is required to file any form, report, registration statement, prospectus or other document with all documents filed or furnished on a voluntary basis the SEC. Neither of the Annual Report on Form 820-KF of Elan for the fiscal year ended December 31, in each case 1999 or the Report of Foreign Issuer on Form 6-K of Elan for the period ended June 30, 2000 (collectively, including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "ELAN SEC Documents”REPORTS"). As , as of their respective dates or(and, if amendedamended or superseded by a filing prior to the date of this Agreement or the Closing Date, as of then on the date of the last such amendment, the Partnership SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership SEC Documents contained any untrue statement of a material fact or omitted to state any a 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, except that information set forth . Each of the financial statements (including the related notes) included in the Partnership Elan SEC Documents as Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreementoperations and, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none Annual Report on Form 20-F of Elan for the Partnership SEC Documents is the subject fiscal year ended December 31, 1999, consolidated cash flows, in each case of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present in all material respects the consolidated financial position of the Partnership Elan and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (subjectset forth therein, all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein and, in the case of the unaudited interim financial statements, except to the extent that they may not include footnotes or may be condensed or summary statements and subject to normal year-end audit adjustments that have not been and are not expected to be material in amount. Each of such Elan SEC Reports, as of its respective date (and as of the date of any amendment to the respective Elan SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and the rules and regulations promulgated thereunder. (ii) Except as disclosed in the Elan SEC Reports and the other adjustments described thereinregistration statements, including prospectuses, reports, schedules, forms, statements and other documents, in each case filed by Elan with the notes thereto) SEC prior to the date hereof, since December 31, 1999, Elan and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of Elan and its Subsidiaries or the footnotes thereto prepared in conformity with the generally accepted accounting principles GAAP, other than (A) liabilities incurred in the United States ordinary course of business or (“GAAP”B) (exceptliabilities that have not had and would not reasonably be expected to have, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein individually or in the notes thereto)aggregate, a Material Adverse Effect on Elan.

Reports and Financial Statements. (a) The Partnership LDI has heretofore made -------------------------------- available to Alloy true and each complete copies of its Subsidiaries has filed or furnished all forms, documents, reports, schedulesregistration statements, certifications, prospectuses, registration definitive proxy statements and other statements required to be documents (in each case together with all amendments and supplements thereto) filed by LDI or furnished by it its predecessor with the SEC Commission since January 1, 2019 1999 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "LDI Commission Filings"). The LDI Commission Filings constitute all of the documents (other than preliminary material) that LDI (or its predecessor) was required to file with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership SEC Documents”)Commission since such date. As of their respective dates ordates, if amended, as each of the date of the last such amendment, the Partnership SEC Documents LDI Commission Filings complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the applicable rules and regulations promulgated thereunderunder each such Act, and none of the Partnership SEC Documents LDI Commission Filings contained as of such date any untrue statement of a material fact or omitted to state any a 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. When filed with the Commission, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present LDI Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present the consolidated financial position of the Partnership LDI and its consolidated Subsidiaries, Subsidiaries as at the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (ended, subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments and adjustments, none of which are expected to any other adjustments described thereinbe material in nature or amount. Since September 30, including 1999, except as disclosed in the notes thereto) in conformity LDI Commission Filings filed with the generally accepted accounting principles in Commission prior to the United States (“GAAP”) (exceptdate hereof, as of the date hereof neither LDI nor any Subsidiary of LDI has incurred any liability or obligation of any kind which, in the any case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)aggregate, is material to the business, assets, results of operations or financial condition of LDI and its Subsidiaries, taken as a whole.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Company has filed or furnished furnished, on a timely basis, all forms, documents, reports, schedules, certifications, prospectuses, registration documents and other statements reports (including exhibits) required to be filed or furnished by it with the SEC Securities and Exchange Commission (the “SEC”) since January 1, 2019 2006 (collectively all such filed documents, together with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including all the exhibits and schedules thereto and documents all information incorporated by reference therein, the “Partnership Company SEC Documents”). As of their respective dates, and, in the case of registration statements and proxy statements, as of the dates orof effectiveness and the dates of mailing, respectively, or in case of any such filing, if amendedamended prior to the date hereof, as of the date of the last such amendment, the Partnership Company SEC Documents complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 1933, as amended (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Securities Act”), and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Partnership Company SEC Documents contained any untrue statement of a material fact or omitted to state or incorporate by reference any material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that information set forth in . No Subsidiary of the Partnership SEC Documents as of a later date (but before Company is required to file any form or report with the date of this Agreement) will be deemed to modify information as of an earlier dateSEC. As of the date of this Agreementhereof, there are no outstanding or unresolved comments received from the Company does not intend to file with the SEC staff with respect any amendments to the Partnership any previously filed Company SEC Documents and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigationDocuments. (b) The consolidated financial statements (including all related notes and schedules) of the Partnership Company included (or incorporated by reference) in the Partnership Company SEC Documents have been prepared in accordance with GAAP and fairly present in all material respects the consolidated financial position of the Partnership Company and its consolidated Subsidiaries, as at the respective dates thereof (if amended, as of the date of the last such amendment)thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein, including the notes thereto) in conformity with the generally accepted accounting principles in the United States (“GAAP”) GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since February 3, 2007 to the date hereof, there has been no material change in the Company’s accounting methods or principles that would be required to be disclosed in the Company’s financial statements in accordance with GAAP. (c) As of the date of this Agreement, there are no outstanding or unresolved comments in the comment letters received from the SEC staff with respect to the Company SEC Documents. To the knowledge of the Company, as of the date hereof, none of the Company SEC Documents is subject to ongoing review or outstanding SEC comments or investigation.

Reports and Financial Statements. (a) The Partnership and each of its Subsidiaries Purchaser has -------------------------------- filed or furnished all forms, documents, reports, schedules, certifications, prospectuses, registration and other statements required to be filed or furnished by it with the SEC since January 1, 2019 (collectively with all documents filed or furnished on a voluntary basis on Form 8-K, in each case including Purchaser SEC Reports and has made available to the Company true and complete copies of all exhibits and schedules thereto and documents incorporated by reference therein, the “Partnership Purchaser SEC Documents”)Reports. As of their respective dates or, if amended, as of the date of the last such amendmentdates, the Partnership Purchaser SEC Documents Reports (i) complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and (ii) to the applicable rules and regulations promulgated thereunder, and none best of the Partnership SEC Documents contained Purchaser's knowledge, did not contain any untrue statement of a material fact or omitted omit to state any a 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, except that information set forth in the Partnership SEC Documents as of a later date (but before the date of this Agreement) will be deemed to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Partnership SEC Documents The audited consolidated financial statements and none of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (b) The unaudited interim consolidated financial statements (including all related notes and schedulesincluding, in each case, the notes, if any, thereto) of the Partnership included in the Partnership Purchaser SEC Documents fairly present Reports (the "Purchaser Financial -------------------- Statements") complied as to form in all material respects with the consolidated financial position published ---------- rules and regulations of the Partnership and its consolidated SubsidiariesSEC with respect thereto, as at and, to the respective dates thereof (if amended, as best of the date of the last such amendment)Purchaser's knowledge, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended fairly present (subject, in the case of the unaudited interim financial statements, to normal normal, recurring year-end audit adjustments which are not expected, individually or in the aggregate, to be material or to result in a Purchaser Material Adverse Effect) the consolidated financial position of the Purchaser and to any other adjustments described thereinits consolidated subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, including the notes thereto) in conformity each case, in accordance with the generally accepted accounting principles consistently applied. Each Significant Subsidiary of the Purchaser is treated as a consolidated subsidiary of the Purchaser in the United States (“GAAP”) (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the Purchaser Financial Statements for all periods involved (except as may be indicated therein or in the notes thereto)covered thereby.

Reports and Financial Statements. (a1) The Partnership and each of its Subsidiaries WAXS has filed or furnished all formsrequired registration statements, documentsprospectuses, reports, schedules, certificationsforms, prospectuses, registration statements and other statements documents required to be filed or furnished by it under the federal securities laws with the SEC since January 1, 2019 1998 (collectively with all documents filed or furnished on a voluntary basis on Form 8-Kcollectively, in each case including all exhibits and schedules thereto and documents incorporated by reference thereinthereto, the “Partnership "WAXS SEC Documents”REPORTS"). No Subsidiary of WAXS, including, without limitation Merger Sub, is required to file any form, report, registration statement, prospectus or other document with the SEC not otherwise filed with a WAXS SEC Report. As of their the respective dates times such documents were filed or, if as applicable, became effective, or as subsequently amended, the WAXS SEC Reports complied as of the date of the last such amendmentto form and content, the Partnership SEC Documents complied in all material respects respects, with the requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Exchange Act”), as the case may be, and the applicable rules and regulations promulgated thereunderthereunder and, and none of taken as a whole, the Partnership WAXS SEC Documents contained Reports do not contain any untrue statement of a material fact or omitted 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, except that information set forth . Each of the financial statements (including the related notes) included in the Partnership WAXS SEC Documents as of Reports (or, if amended or superseded by a later date (but before the date of this Agreement) will be deemed filing prior to modify information as of an earlier date. As of the date of this Agreement, there are no outstanding or unresolved comments received from then on the SEC staff with respect to the Partnership SEC Documents and none date of the Partnership SEC Documents is the subject of ongoing SEC review or investigation. (bsuch filing) The consolidated financial statements (including all related notes and schedules) of the Partnership included in the Partnership SEC Documents fairly present presents fairly, in all material respects respects, the consolidated financial position and consolidated results of the Partnership operations and cash flows of WAXS and its consolidated Subsidiaries, Subsidiaries as at of the respective dates thereof (if amended, as of the date of the last such amendment), and the consolidated results of their operations and their consolidated cash flows or for the respective periods then ended (set forth therein all in conformity with GAAP consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end audit adjustments that have not been and are not expected to be material in amount. All of such WAXS SEC Reports, as of their respective dates (or as of the date of any other adjustments described thereinamendment to the respective WAXS SEC Report filed prior to the date of this Agreement), including complied or will comply as to form in all material respects with the notes theretoapplicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. (2) Since December 31, 1998, WAXS and its Subsidiaries have not incurred any liabilities that are of a nature that would be required to be disclosed on a balance sheet of WAXS and its Subsidiaries or the footnotes thereto prepared in conformity with the generally accepted accounting principles GAAP, other than (A) liabilities incurred in the United States ordinary course of business or (“GAAP”B) (except, in the case of the unaudited statements, as permitted by the SEC) applied liabilities that would not have a Material Adverse Effect on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto)WAXS.