Common use of Financial Statements Clause in Contracts

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, thereby (except where an exception thereto has been adequately described as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus conform presents fairly the information called for in all material respects to the requirements of and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The historical consolidated financial statements and (including the related notes thereto of the Company and its consolidated subsidiaries supporting schedule) contained or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus Prospectus, (i) comply in all material respects with the applicable requirements of under the Securities Act and the Exchange ActAct (except that certain supporting schedules are omitted in accordance with Commission regulations), as applicable, and (ii) present fairly, fairly in all material respects, respects the financial position position, results of operations and cash flows of the Company and its consolidated subsidiaries as of entities purported to be shown thereby on the basis stated therein at the respective dates indicated and the results of their operations and the changes in their cash flows or for the periods specified; such financial statements respective periods, and (iii) have been prepared in conformity accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a basis substantially consistent throughout the periods covered therebyinvolved, except where an exception thereto has been adequately described to the extent disclosed therein. The other financial information of the Partnership and its subsidiaries, and the supporting schedules including non-GAAP financial measures, if any, contained or incorporated by reference in the Registration Statement present fairly, in all material respectsStatement, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company Partnership and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and fairly presents fairly the information purported to be shown thereby; . Nothing has come to the attention of any of the Partnership Entities that has caused them to believe that the statistical and any pro forma financial information and the market-related notes thereto incorporated by reference data included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared is not based on or derived from sources that are reliable and accurate in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectusall material respects. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform fairly presents in all material respects to the requirements of information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto in all material respects.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of any unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto of the Company and its consolidated subsidiaries supporting schedules) and other financial information included or incorporated by reference in the Registration Statement and the Prospectus comply (and any amendment or supplement thereto) present fairly in all material respects with the applicable requirements financial position, results of operations and cash flows of the Securities Act and the Exchange Actentities purported to be shown thereby, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered therebyindicated, except where an exception thereto has been adequately described to the extent disclosed therein, . The summary and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other selected historical financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform (and any amendment or supplement thereto) is accurately presented in all material respects to and prepared on a basis consistent with the requirements of audited and unaudited historical consolidated financial statements from which it has been derived, except as described therein. The pro forma financial statements and other pro forma financial information, if any, included or incorporated by reference in the Registration Statement and the Prospectus (i) present fairly in all material respects the information shown therein, (ii) have been prepared in accordance with the Commission’s rules applicable theretoand guidelines with respect to pro forma financial statements and (iii) have been properly computed on the bases described therein. The assumptions used in the preparation of the pro forma financial statements and other pro forma financial information, if any, included or incorporated by reference in the Registration Statement and the Prospectus are reasonable, and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. No other financial statements or schedules of the Partnership are required by the Act or the Exchange Act to be included in the Registration Statement or the Prospectus.

Financial Statements. The financial statements and Most Recent Financial Statements (including the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply thereto) present fairly in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of respective entity or entities presented therein at the respective dates indicated and the results of their operations and the changes in their cash flows for the respective periods specified; such , and except as otherwise stated in the Most Recent Financial Statements, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the basis. The supporting schedules incorporated by reference included in the Registration Statement Companies' SEC Filings fairly present fairly, in all material respects, respects the information required to be stated therein; the other . The financial information incorporated by reference and data included in the Registration Statement Companies' SEC Filings present fairly in all material respects the information included therein and have been prepared on a basis consistent with that of the financial statements included in the Companies' SEC Filings and the Prospectus has been derived from the accounting books and records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any respective entities presented therein. The pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement and the Prospectus have Companies' SEC Filings has been prepared in accordance with the applicable requirements of Rules 11-01 and 11-02 of Regulation S-X under the Securities Act and the Exchange Act, as applicable, other 1933 Act Regulations and the assumptions underlying any such American Institute of Certified Public Accountants ("AICPA") guidelines with respect to pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform includes all adjustments necessary to present fairly in all material respects to the requirements pro forma financial position of the Commission’s rules applicable theretorespective entity or entities presented therein at the respective dates indicated and the results of their operations for the respective periods specified. Other than the historical and pro forma financial statements (and schedule) included therein, no other historical or pro forma financial statements (or schedules) are required to be included in the Companies' SEC Filings. Except as reflected or disclosed in the financial statements included in the Companies' SEC Filings, none of the Companies or any of the Subsidiaries is subject to any material indebtedness, obligation, or liability, contingent or otherwise.

Financial Statements. The historical financial statements and (including the related notes thereto and supporting schedules thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered therebythereby except for any annual year end adjustment, the adoption of new accounting principles and except where an exception thereto has been adequately described as otherwise noted therein, and the supporting schedules schedules, if any, included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly in all material respects the information shown thereby; thereby and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have has been prepared in accordance compiled on a basis consistent with the applicable requirements that of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma audited financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language statements included therein; all disclosures included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform in all material respects to regarding “non-GAAP financial measures” (as such term is defined by the requirements rules and regulations of the Commission’s ) comply with Regulation G of the Securities Exchange Act of 1934, as amended, and the rules applicable theretoand regulations of the Commission thereunder (collectively, the “Exchange Act”) and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.

Financial Statements. The Except as otherwise described in the Registration Statement and the Preliminary Prospectus or any documents incorporated therein by reference, the financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Preliminary Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, Act and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement and the Prospectus Preliminary Prospectus, present fairly the information required to be stated therein; and, except as otherwise described in the Registration Statement or any documents incorporated therein by reference, the other financial information included or incorporated by reference in the Registration Statement has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and and, except as otherwise described in the Registration Statement or any documents incorporated therein by reference, any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus have has been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable theretowhen they become effective.

Financial Statements. The financial statements and (including the related notes thereto of the Company and its consolidated subsidiaries thereto) included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries entities indicated, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a basis substantially consistent basis, except as stated therein, throughout the periods covered thereby; provided, except where an exception thereto has been adequately described thereinhowever, that those financial statements that are unaudited do not contain all the footnotes that may be required under GAAP for annual financial statements, and the any supporting schedules included or incorporated by reference in the Pricing Disclosure Package and the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial accounting information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company Transaction Entities and its their consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, as applicable and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, . Except as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and Statement, the Pricing Disclosure Package or the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package or the Prospectus conform in all material respects to under the requirements of the Commission’s rules applicable theretoSecurities Act.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the Company’s ratios of earnings to fixed charges and, if applicable, ratios of earnings to combined fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the Pricing Disclosure Package and the Prospectus have been calculated in compliance with Item 503(d) of Regulation S-K of the Commission; and the other financial information incorporated by reference of the Company included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, orsubsidiaries and presents fairly, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiariesall material respects, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Pricing Disclosure Package and the Prospectus conform fairly presents the information called for in all material respects to the requirements of and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The consolidated historical financial statements and (including the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference supporting schedules) included in the Registration Statement Statement, the Disclosure Package (and any amendment or supplement thereto) and the Prospectus (and any amendment or supplement thereto) (i) present fairly in all material respects the financial condition, results of operations and cash flows of the entities purported to be shown thereby on the basis stated therein, at the respective dates or for the respective periods indicated, (ii) comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements (iii) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, involved (except where an exception thereto has been adequately described as otherwise noted therein, and the supporting schedules ). The selected financial data included or incorporated by reference in into the Registration Statement present fairlyStatement, the Disclosure Package (and any amendment or supplement thereto) and the Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects, respects and prepared on a basis consistent with the information required to be stated therein; the other audited historical consolidated financial information incorporated by reference in the Registration Statement and the Prospectus statements from which it has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any derived. Any pro forma financial information statements and the related notes thereto incorporated by reference in into the Registration Statement Statement, the Disclosure Package (and any amendment or supplement thereto) and the Prospectus (i) present fairly the information shown therein, (ii) have been prepared in accordance with the applicable requirements of Commission’s rules and guidelines with respect to pro forma financial statements and (iii) have been properly compiled on the Securities Act and the Exchange Act, as applicablebasis described therein, and the assumptions underlying any such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects appropriate to give effect to the requirements of the Commission’s rules applicable theretotransactions and circumstances referred to therein.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference and the DuPont Performance Coatings business (the “Predecessor”) and its consolidated subsidiaries included in each of the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries and the Predecessor and its consolidated subsidiaries, respectively, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinas may be expressly stated in the related notes thereto, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information incorporated by reference included in each of the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in subsidiaries and the case of data not derivable from the accounting records of the Company Predecessor and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiariesrespectively, and presents fairly fairly, in all material respects, the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of Commission’s rules and regulations and guidelines with respect to pro forma financial information (except for the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any fact that such pro forma financial information are reasonable relates to a period other than the most recent fiscal year) and are the assumptions underlying such pro forma financial information set forth in the Registration Statement and Statement, the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Pricing Disclosure Package and the Prospectus conform in all material respects are reasonable to give effect to the requirements of the Commission’s rules applicable theretotransactions and circumstances referred to therein.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, any Permitted Free Writing Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinas may be expressly stated in the related notes thereto, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, in accordance with GAAP, the information required to be stated therein, except as may be expressly stated in the related notes thereto; and the other financial information incorporated by reference included in the Registration Statement Statement, any Permitted Free Writing Prospectus and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects, in accordance with GAAP, the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference . All disclosures contained in the Registration Statement and Statement, any Permitted Free Writing Prospectus or the Prospectus have been prepared in accordance with regarding “non-GAAP financial measures” (as such term is defined by the applicable requirements rules and regulations of the Securities Act and Commission) comply in all material respects with Regulation G of the Exchange Act, as applicableand Item 10 of Regulation S-K of the Securities Act, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable theretoextent applicable.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference included in each of the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinas may be expressly stated in the related notes thereto, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information incorporated by reference included in each of the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, orsubsidiaries and presents fairly, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiariesall material respects, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any the pro forma financial information statements and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying any such pro forma financial information are reasonable and are statements set forth in the Registration Statement and Statement, the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Pricing Disclosure Package and the Prospectus conform in all material respects are reasonable to give effect to the requirements of the Commission’s rules applicable theretotransactions and circumstances referred to therein.

Financial Statements. The financial statements and (including the related notes thereto thereto) of (i) the Company and its consolidated subsidiaries, (ii) Bellsoft, Inc. and its consolidated subsidiaries, (iii) DC&M Partners, L.L.C. and its consolidated subsidiaries incorporated by reference and (iv) ATCG Technology Solutions, Inc. and its consolidated subsidiaries, in each case included in the Registration Statement Statement, the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, Act (including Regulation S-X thereunder) and fairly present fairly, in all material respects, the financial position condition of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows of the relevant entity, in each case on the bases stated therein as of the respective dates or for the respective periods specified; such financial statements have been prepared , in conformity with generally accepted accounting principles in the United States (“GAAP”) consistently applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and involved; the supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; , and the other financial information incorporated by reference in included the Registration Statement Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any . Except as included therein, no historical pro forma or other financial information and the related notes thereto incorporated by reference statements or supporting schedules are required to be included in the Registration Statement and Statement, the Disclosure Package or the Prospectus have been prepared in accordance with under the applicable requirements of the Securities Act Rules and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the ProspectusRegulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and fairly presents the Prospectus conform information called for in all material respects to the requirements of and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the Company’s ratios of earnings to fixed charges and, if applicable, ratios of earnings to combined fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the Pricing Disclosure Package and the Prospectus have been calculated in compliance with Item 503(d) of Regulation S-K of the Commission; and the other financial information incorporated by reference of the Company included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, orsubsidiaries and presents fairly, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiariesall material respects, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Pricing Disclosure Package and the Prospectus conform fairly presents the information called for in all material respects to the requirements of and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries and those certain hotels included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform fairly presents the information called for in all material respects to the requirements of and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of each of the Company and its consolidated subsidiaries and the Partnership and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Prospectus and the Issuer Free Writing Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of each of the Company and its consolidated subsidiaries and the Partnership and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in subsidiaries and the case of data not derivable from the accounting records of the Company Partnership and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Prospectus and any Issuer Free Writing Prospectus; and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated furnished by reference in the Registration Statement and the Prospectus conform in all material respects Company to the requirements of Commission has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language WSFS Financial Statements included or incorporated by reference in the Registration Statement WSFS SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the WSFS Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the Prospectus conform applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the WSFS Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated WSFS Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the Commission’s rules applicable theretoSEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustments.

Financial Statements. The consolidated financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement and the Prospectus comply in all material respects Prospectus, together with the applicable requirements related schedules and notes, as well as those financial statements, schedules and notes of any other entity included in the Securities Act Registration Statement and the Exchange ActProspectus, as applicable, and present fairly, in all material respects, fairly the consolidated financial position of the Company and its consolidated subsidiaries subsidiaries, or such other entity, as of the case may be, at the dates indicated and the results consolidated statement of their operations operations, stockholders' equity and the changes in their cash flows of the Company and its subsidiaries, or such other entity, as the case may be, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and involved; the supporting schedules incorporated by reference schedules, if any, included in the Registration Statement and the Prospectus present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein; the other selected financial data and the summary financial information incorporated by reference included in the Registration Statement and the Prospectus has present fairly the information shown therein and have been derived from compiled on a basis consistent with that of the accounting records audited financial statements included in the Registration Statement and the Prospectus; and any pro forma consolidated financial statements of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information subsidiaries and the related notes thereto incorporated by reference included in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the applicable requirements of Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the Securities Act and the Exchange Act, as applicablebases described therein, and the assumptions underlying any such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects appropriate to give effect to the requirements of the Commission’s rules applicable theretotransactions and circumstances referred to therein.

Financial Statements. The consolidated financial statements and of the Company, together with the related schedules and notes thereto of the Company and its consolidated subsidiaries thereto, set forth or incorporated by reference in the Registration Statement Statement, the Prospectus and the Prospectus Disclosure Package comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects (i) the financial position condition of the Company and its consolidated subsidiaries as of the dates indicated and (ii) the consolidated results of their operations operations, stockholders’ equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles principles, consistently applied on a basis substantially consistent throughout the periods covered therebyinvolved (except as otherwise stated therein and subject, except where an exception in the case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments). The historical consolidated financial statements of (i) Hunter Disposal, LLC (the “Target”), together with the related schedules and notes thereto has been adequately described therein, and the supporting schedules set forth or incorporated by reference in the Registration Statement present fairlyStatement, the Prospectus and the Disclosure Package comply in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects (i) the assumptions underlying any financial condition of the Target as of the dates indicated and (ii) the consolidated results of operations, stockholders’ equity and changes in cash flows of the Target for the periods therein specified; and such pro forma financial information are reasonable statements and are set forth related schedules and notes thereto have been prepared in conformity with United States generally accepted accounting principles, consistently applied throughout the periods involved (except as otherwise stated therein and subject, in the Registration Statement case of unaudited financial statements, to the absence of footnotes and the Prospectusnormal year-end adjustments). The interactive data in eXtensible Business Reporting Language There are no other financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Prospectus or the Disclosure Package; and the Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement, the Disclosure Package and the Prospectus; and all disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus conform regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act, to the extent applicable, and present fairly in all material respects to the requirements of information shown therein and the CommissionCompany’s rules applicable theretobasis for using such measures.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their its operations and the changes in their its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of any unaudited, interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information there are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language no disclosures included or incorporated by reference in the Registration Statement and Statement, the Pricing Disclosure Package or the Prospectus conform in all material respects to regarding “non-GAAP financial measures” (as such term is defined by the requirements rules and regulations of the Commission’s rules applicable thereto) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.

Financial Statements. The financial statements and the related notes thereto of the Company together with related schedules and its consolidated subsidiaries incorporated by reference notes included in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout during the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting involved. The financial statement schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, amounts in the case of data not derivable from Prospectus under the accounting records of the Company captions “Prospectus Summary — Summary Financial Information” and its consolidated subsidiaries, other data in the possession of the Company “Selected Historical and its consolidated subsidiaries, Unaudited Pro Forma Condensed Consolidated Financial and presents Operating Data” fairly present the information shown thereby; therein and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance compiled on a basis consistent with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth statements included in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language No other financial statements or schedules are required by Form F-1 or otherwise to be included or incorporated by reference in the Registration Statement and Statement, the Prospectus conform or any Preliminary Prospectus. The unaudited pro forma financial information (including the related notes) included in the Prospectus or any Preliminary Prospectus complies as to form in all material respects to the applicable accounting requirements of the Commission’s rules applicable thereto1933 Act and the Rules and Regulations, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable. Such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Company the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified.

Financial Statements. (i) The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), as applicable, except to the extent relief therefrom has been granted in writing by the Staff of the SEC and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Time of Sale Information and the Prospectus have been prepared in accordance all material respects consistently with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the give effect to assumptions underlying any such pro forma financial information are made on a reasonable and are basis as set forth in the Registration Statement Statement, the Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.;

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language Southwest Financial Statements included or incorporated by reference in the Registration Statement Southwest SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the books and records of Southwest and its Subsidiaries, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the Prospectus conform applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim Financial Statements for the omission of footnotes and (iii) fairly present in all material respects the financial condition of Southwest and Southwest Bank, as applicable, as of the respective dates set forth therein and the results of operations, shareholders’ equity and cash flows of Southwest and Southwest Bank, as applicable, for the respective periods set forth therein, subject in the case of the interim Financial Statements to year-end adjustments. The consolidated financial statements of Southwest to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the Commission’s rules applicable theretoSEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes and (C) will fairly present in all material respects the consolidated financial condition of Southwest as of the respective dates set forth therein and the results of operations, shareholders’ equity and cash flows of Southwest for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustments.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the General Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules (if any) and the Exchange Actnotes, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the operations, changes in their stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in stockholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries (if any) for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles GAAP applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules incorporated by reference schedules, if any, included in the Registration Statement present fairly, in all material respectsaccordance with GAAP, the information required to be stated therein; the other financial . The information incorporated by reference in the Registration Statement Pre-Pricing Prospectus and the Prospectus has been derived from under the accounting records of the Company caption “Summary Historical Consolidated Financial and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and Other Data” presents fairly the information shown thereby; therein and any pro forma has been compiled on a basis consistent with that of the audited financial information and statements of the related notes thereto incorporated by reference Company included in the Registration Statement and Statement, the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement General Disclosure Package and the Prospectus. The interactive data All “non-GAAP financial measures” (as such term is defined in eXtensible Business Reporting Language included or incorporated by reference the rules and regulations of the Commission), if any, contained in the Registration Statement Statement, the General Disclosure Package and the Prospectus conform in all material respects to the requirements comply with Item 10 of Regulation S-K of the Commission’s rules applicable thereto, to the extent applicable.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and Statement, the Pricing Disclosure Package or the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The combined financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such combined financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of Sphere Entertainment Co. under the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, carve-out principles and presents fairly in all material respects the information shown thereby; all disclosures included in the Registration Statement, the Pricing Disclosure Package and any the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 10 of Regulation S-K of the Securities Act, to the extent applicable; and the pro forma condensed combined financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma condensed combined financial information are reasonable and and, to the extent material to such pro forma condensed combined financial information, are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The (a) GPC shall use its reasonable best efforts to, as promptly as practicable, and no later than 50 calendar days after the end of any fiscal quarter and 60 calendar days after the end of the 2018 fiscal year, prepare and furnish to RMT Parent copies of financial statements and the related notes thereto of the Company SPR Entities as of and its consolidated subsidiaries incorporated by reference for the periods ending on any fiscal quarterly and annual periods ending after the date of this Agreement and prior to the Closing Date, in the Registration Statement and the Prospectus comply in all material respects each case together with the applicable requirements notes thereto, and prepared from the books and records of the Securities Act SPR Entities and in accordance with GAAP with no exception or qualification thereto (it being understood, however, that the Exchange ActSPR Entities have not been operating historically as separate “standalone” entities or a separate reporting segment and, as applicable, and present fairly, in all material respectstherefore, the financial position statements of the Company SPR Entities will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles SEC requirements) applied on a consistent basis substantially consistent throughout through the periods covered thereby, involved (except where an exception thereto has been adequately described therein, as may otherwise be required under GAAP) and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement rules and the Prospectus has been derived from the accounting records regulations of the Company and its consolidated subsidiariesSEC, orincluding the requirements of Regulation S-X, and, in the case of data not derivable from the accounting records combined financial statements of the Company SPR Entities for any fiscal year, GPC shall use its reasonable best efforts to cause such financial statements to be audited and its consolidated subsidiariesaccompanied by a report of the independent accountants for the SPR Entities and, other data in the possession case of any quarterly period, GPC shall use reasonable best efforts to cause such financial statements to be reviewed by the Company and its consolidated subsidiariesindependent accountants for the SPR Entities. When delivered, and presents such financial statements shall present fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements combined financial position and combined results of operations of the CommissionSPR Entities as of the dates and for the periods shown therein. GPC acknowledges that RMT Parent’s rules applicable theretoobligations under Section 7.01 depend, in part, on GPC’s compliance with this Section 7.15, and therefore RMT Parent shall be afforded a reasonable period to comply with such obligations based upon the timing of GPC providing the financial statements contemplated in this Section 7.15.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, and any amendment or supplement thereto, comply in all material respects with the applicable requirements of the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act and the Exchange Act1934 Act Regulations, as applicable, and present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the their consolidated results of their operations and the their consolidated changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules included or incorporated by reference in each of the Registration Statement Statement, the Prospectus and the General Disclosure Package, and any amendment or supplement thereto, present fairly, fairly in all material respects, respects the information required to be stated therein; the other financial information included or incorporated by reference in each of the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, and any amendment or supplement thereto, has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto thereto, if any, included or incorporated by reference in each of the Registration Statement Statement, the General Disclosure Package and the Prospectus Prospectus, and any amendment or supplement thereto, have been prepared in accordance with the applicable requirements of the Securities 1933 Act, the 1933 Act Regulations, the 1934 Act and the Exchange Act1934 Act Regulations, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in each of the Registration Statement Statement, the General Disclosure Package and the Prospectus; and no historical or pro forma financial statements are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations that have not been included therein. The interactive data in eXtensible eXtensbile Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Prospectus and the Prospectus conform General Disclosure Package, and any amendment or supplement thereto, fairly presents the information called for in all material respects to the requirements of and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto and schedules thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly, in all material respects, fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto thereto, if any, included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. (i) The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus have been prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such used in preparing the pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus conform in all material respects provide a reasonable basis for presenting the significant effects directly attributable to the requirements transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the Commission’s rules applicable theretocorresponding historical financial statement amounts.

Financial Statements. As of September 30, 2011, the Partnership would have had, on the consolidated, as adjusted basis indicated in the Registration Statement, the Time of Sale Prospectus and the Prospectus, a capitalization as set forth therein. The financial statements and (including the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference supporting schedules) and other financial information contained in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (and any amendment or supplement thereto) comply as to form in all material respects with the applicable requirements of Regulation S-X under the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position position, results of operations and cash flows of the Company and its consolidated subsidiaries as of entities purported to be shown thereby on the basis stated therein at the respective dates indicated and the results of their operations and the changes in their cash flows or for the respective periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, to which they apply and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with generally accepted accounting principles in the applicable United States (“U.S. GAAP”) consistently applied throughout the periods involved, except to the extent disclosed therein. The summary historical and pro forma financial and operating data under the caption “Summary-Summary Historical and Pro Forma Financial and Operating Data” contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (and any amendment or supplement thereto) and the selected historical and pro forma financial and operating data set forth under the caption “Selected Historical and Pro Forma Financial and Operating Data” contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (and any amendment or supplement thereto) are prepared on a basis consistent with the audited and unaudited historical consolidated financial statements and pro forma financial statements, as applicable, from which they have been derived and fairly present in all material respects the information shown thereby. The pro forma condensed consolidated financial statements and other pro forma financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (and any amendment or supplement thereto) comply as to form in all material respects with the requirements of Regulation S-X under the Securities Act and the Exchange Act, as applicable, and assumptions used in the assumptions underlying any preparation of such pro forma financial statements are, in the opinion of the management of the Partnership Parties, reasonable, and the pro forma adjustments reflected in such pro forma financial statements have been properly applied to the historical amounts in compilation of such pro forma financial statements. The assumptions used in the preparation of the pro forma financial statements and other pro forma financial information are reasonable and are set forth contained in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus (and any amendment or supplement thereto) are reasonable, and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. No other financial statements or schedules of the Partnership are required by the Securities Act or the Exchange Act to be included in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”), as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Time of Sale Information and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The historical consolidated financial statements and (including the related notes thereto of the Company and its consolidated subsidiaries schedules) contained or incorporated by reference in the Registration Statement and the Prospectus (i) comply in all material respects with the applicable requirements of the Securities Act and the Exchange ActAct (except that certain supporting schedules are omitted in accordance with Commission regulations), as applicable, and (ii) present fairly, fairly in all material respects, respects the financial position position, results of operations and cash flows of the Company and its consolidated subsidiaries as of entities purported to be shown thereby on the basis stated therein at the respective dates indicated and the results of their operations and the changes in their cash flows or for the periods specified; such financial statements respective periods, and (iii) have been prepared in conformity accordance with generally accepted accounting principles (“GAAP”) in the United States of America consistently applied on a basis substantially consistent throughout the periods covered therebyinvolved, except where an exception thereto has been adequately described therein, and to the supporting schedules incorporated by reference extent disclosed in the Registration Statement present fairly, in all material respects, and the information required to be stated therein; the Prospectus. The other financial information of the Partnership and its subsidiaries, including non-GAAP financial measures, if any, contained or incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company Partnership and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and fairly presents fairly the information purported to be shown thereby; and any . Any pro forma financial information and the related notes thereto statements incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with include assumptions that provide a reasonable basis for presenting the applicable requirements of significant effects directly attributable to the Securities Act transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions and the Exchange Act, as applicable, and pro forma adjustments reflect the assumptions underlying any such proper application of those adjustments to the historical financial statement amounts in the pro forma financial information are reasonable and are set forth statements included in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or Any pro forma financial statements incorporated by reference in the Registration Statement and the Prospectus conform comply as to form in all material respects with the applicable accounting requirements of Regulation S-X and the pro forma adjustments have been properly applied to the requirements historical amounts in the compilation of those statements. Nothing has come to the attention of any of the Enterprise Parties that has caused them to believe that the statistical and market-related data included in the Registration Statement and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents in all material respects the information contained therein and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto in all material respects.

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes thereto of any other entity included therein, present fairly the financial position and results of operations of the Company and its subsidiaries on a consolidated basis, or such other entities, as the case may be, at the respective dates or for the respective periods to which they apply, and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Acton a consolidated basis, or such other entities, as applicablethe case may be, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, involved; and the supporting schedules incorporated by reference included in the Registration Statement and the Prospectus present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein; . The selected financial data and the other summary financial information incorporated by reference included in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents present fairly the information shown thereby; therein and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance compiled on a basis consistent with the applicable requirements that of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma audited financial information are reasonable and are set forth statements included in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus conform present fairly the information shown therein, have been prepared in all material respects accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the requirements of the Commission’s rules applicable theretotransactions and circumstances referred to therein.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement or incorporated by reference present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language all disclosures included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the requirements of the Commission’s rules applicable theretoextent applicable.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and EVO LLC and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and EVO LLC and its consolidated subsidiaries subsidiaries, as applicable, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered therebythereby (except in the case of unaudited financial statements, except where an exception thereto has been adequately described thereinwhich are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission), and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company EVO Parties and its their consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission; and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language all disclosures included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the requirements of the Commission’s rules applicable theretoextent applicable.

Financial Statements. The historical combined financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, thereby (except where an exception thereto has been adequately described as otherwise stated therein), and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and Seller has made available to Buyer the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the ProspectusSeller Financial Statements. The interactive data in eXtensible Business Reporting Language Seller Financial Statements included or incorporated by reference in the Registration Statement Seller SEC Reports with respect to periods ending prior to the date of this Agreement (i) have been prepared from, and are in accordance with, the Prospectus conform Books and Records of the Seller Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and applicable accounting requirements and, if applicable, with the published rules and regulations of the SEC, in each case, consistently applied, except as may be otherwise indicated in the notes thereto and except with respect to the unaudited financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the Seller Entities as of the respective dates set forth therein and the results of operations, shareholders’ equity and cash flows of the Seller Entities for the respective periods set forth therein. The consolidated Seller Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will have been prepared in accordance with GAAP, regulatory accounting principles and applicable accounting requirements and, if applicable, with the published rules and regulations of the Commission’s rules applicable theretoSEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes and year-end adjustments and (B) will fairly present in all material respects the consolidated financial condition of Seller as of the respective dates set forth therein and the results of operations, shareholders’ equity (except with respect to unaudited financial statements) and cash flows (except with respect to unaudited financial statements) of Seller for the respective periods set forth therein, subject in the case of unaudited financial statements to the omission of footnotes and year-end adjustments.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified, it being understood that unaudited interim financial statements are subject to normal year-end adjustments; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinas may be otherwise specified therein or to the extent unaudited interim financial statements exclude footnotes or may be condensed or summary statements, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the consolidated or combined financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the historical financial data set forth in the Registration Statement, Pricing Disclosure Package and Prospectus under the caption “Selected Historical Consolidated and Combined Financial Data” in the Registration Statement, Pricing Disclosure Package and Prospectus fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, Pricing Disclosure Package and Prospectus; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries subsidiaries, as applicable, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered therebythereby (except in the case of unaudited financial statements, except where an exception thereto has been adequately described thereinwhich are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission), and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language Buyer Financial Statements included or incorporated by reference in the Registration Statement Buyer SEC Reports (i) have been prepared from, and are in accordance with, the Prospectus conform Books and Records of the Buyer Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and applicable accounting requirements and, if applicable, with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the unaudited financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the Buyer Entities as of the respective dates set forth therein and the consolidated results of operations, shareholders’ equity and cash flows of the Buyer Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated Buyer Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will have been prepared in accordance with GAAP, regulatory accounting principles and applicable accounting requirements and, if applicable, with the published rules and regulations of the Commission’s rules applicable theretoSEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes and year-end adjustments, and (B) will fairly present in all material respects the consolidated financial condition of Buyer as of the respective dates set forth therein and the results of operations, shareholders’ equity (except with respect to unaudited financial statements) and cash flows (except with respect to unaudited financial statements) of Buyer for the respective periods set forth therein, subject in the case of unaudited financial statements to the omission of footnotes and year-end adjustments.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their its operations and the changes in their its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinas otherwise noted in those financial statements for the adoption of required new accounting standards, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Time of Sale Information and the Prospectus. The In all material respects, the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus conform presents fairly the information called for and has been prepared in all material respects to the requirements of accordance with the Commission’s rules applicable thereto.

Financial Statements. The Except as otherwise disclosed in the Registration Statement and the Preliminary Prospectus or any documents incorporated therein by reference, the financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Preliminary Prospectus comply or will comply, as the case may be, in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position position, results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been or will be prepared in conformity with U.S. generally accepted accepting accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules included or incorporated by reference in the Registration Statement therein, present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement and the Prospectus Preliminary Prospectus, has been or will be derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly or will present fairly the information shown thereby; and any pro forma financial information and the related notes thereto that may be included or incorporated by reference in the Registration Statement and the Prospectus have Preliminary Prospectus, has been or will be prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are or will be reasonable and are or will be set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable theretoPreliminary Prospectus.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and the Exchange Actnotes, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results statement of their operations operations, stockholders’ equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such except as otherwise stated in the Registration Statement, said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered therebyinvolved. The supporting schedules, except where an exception thereto has been adequately described thereinif any, and the supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein; the other . The selected consolidated financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records data of the Company and its consolidated subsidiaries, or, in subsidiaries and the case of data not derivable from the accounting records summary financial information of the Company and its consolidated subsidiaries, other data subsidiaries included in the possession of the Company and its consolidated subsidiaries, and presents Prospectus present fairly the information shown thereby; therein and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance compiled on a basis consistent with the applicable requirements that of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma audited financial information are reasonable and are set forth statements included in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus conform present fairly the information shown therein, have been prepared in all material respects to the requirements of accordance with the Commission’s rules applicable theretoand guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements. The financial statements and the related notes thereto any supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with present fairly the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such and, except as otherwise stated in the Registration Statement and the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, basis; and the supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the other selected financial data and the summary financial information, if any, included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus; the pro forma financial statements and the related notes thereto, if any, included in documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents present fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus therein, have been prepared in accordance with the applicable requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the Securities Act and the Exchange Act, as applicablebases described therein, and the assumptions underlying any such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth appropriate to give effect to the transactions and circumstances referred to therein; and the Company’s ratios of earnings to fixed charges included in the Prospectus under the caption “Ratio of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement and the Prospectus. The interactive data have been calculated in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements compliance with Item 503(d) of Regulation S-K of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of (i) the Company and its consolidated subsidiaries subsidiaries, (ii) Sterling Financial Corporation (“Sterling”) and its consolidated subsidiaries, and (iii) Financial Pacific Holdings, LLC (“Financial Pacific”) and its consolidated subsidiaries, in each case included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries, Sterling and its consolidated subsidiaries and Financial Pacific and its consolidated subsidiaries, respectively, in each case as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company Sterling and its consolidated subsidiaries, and Financial Pacific and its consolidated subsidiaries, as applicable, and, in each case, presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and the related notes thereto any -------------------- supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with present fairly the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such and, except as otherwise stated in the Registration Statement and the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, basis; and the supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the other selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus; the pro forma financial statements and the related notes thereto included in documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents present fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus therein, have been prepared in accordance with the applicable requirements of Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the Securities Act and the Exchange Act, as applicablebases described therein, and the assumptions underlying any such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth appropriate to give effect to the transactions and circumstances referred to therein; and the Company's ratios of earnings to fixed charges included in the Prospectus under the caption "Ratio of Earnings to Fixed Charges" and in Exhibit 12 to the Registration Statement and the Prospectus. The interactive data have been calculated in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements compliance with Item 503(d) of Regulation S-K of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Final Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any . The pro forma financial information statements and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in each of the Registration Statement Statement, the Pricing Disclosure Package and the Final Prospectus conform present fairly in all material respects to the requirements of information shown therein, have been prepared in all material respects in accordance with the Commission’s rules applicable theretoand guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and the LLC and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and the LLC and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of unaudited financial statements, which are subject to normal period-end adjustments and do not contain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company or the LLC and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiariesas applicable, and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference all disclosures included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with the applicable requirements Regulation G of the Securities Exchange Act and the Exchange Actof 1934, as applicableamended, and the assumptions underlying any such pro forma financial information are reasonable rules and are set forth in regulations of the Registration Statement Commission thereunder (collectively, the “Exchange Act”) and Item 10 of Regulation S-K of the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects Securities Act, to the requirements of the Commission’s rules applicable theretoextent applicable.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference subsidiary included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries subsidiary as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinunaudited financial statements, which are subject to normal year-end adjustments that are not material in the aggregate and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiary and presents fairly in all material respects the information shown thereby; and any . There are no financial statements (historical or pro forma financial information and the related notes thereto incorporated by reference forma) that are required to be included in the Registration Statement that are not included as required. All disclosures contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with the applicable requirements Regulation G of the Securities and Exchange Act and of 1934, as amended (the “Exchange Act, as applicable”), and Item 10 of Regulation S-K of the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects Securities Act, to the requirements of the Commission’s rules applicable theretoextent applicable.

Financial Statements. The Attached hereto as Schedule B is an unaudited balance sheet dated April 30, 1996 (the "Balance Sheet Date"), together with the related unaudited statements of operations, shareholders' equity and cash flow for the fiscal period then ended (such financial statements hereinafter referred to as the "Financial Statements"). Such Financial Statements (i) are in accordance with the books and records of the related notes thereto Company, (ii) present fairly the financial condition of the Company and its consolidated subsidiaries incorporated by reference in at the Registration Statement Balance Sheet Date and the Prospectus comply in all material respects with results of its operations for the applicable requirements of the Securities Act and the Exchange Act, as applicableperiod therein specified, and present fairly(iii) have, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity accordance with generally accepted accounting principles applied on a basis substantially consistent throughout with prior accounting periods; provided, however, that the periods covered therebyunaudited financial statements omit the footnotes required under generally accepted accounting principles, except where an exception thereto has been adequately described thereinincluding the description of business, summary of accounting policies, notes payable, income taxes, employment agreements, stock options and warrants, proposed issuance of convertible notes, and other necessary disclosures arising from this Agreement and the Notes, and do not reflect the leases, the payments on which might be capitalized under generally accepted accounting principles. Specifically, but not by way of limitation, to the Company's best knowledge and belief, the unaudited financial statements disclose all of the debts, liabilities and obligations of any nature (whether absolute or accrued) of the Company at the Balance Sheet Date which, individually or in the aggregate, are material and which in accordance with generally accepted accounting principles would be required to be disclosed in such unaudited financial statements, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records omission of the Company and its consolidated subsidiaries, orwhich would, in the case of data not derivable from aggregate, have a material adverse impact on the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the ProspectusCompany. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in unaudited balance sheet includes appropriate reserves for all material respects to the requirements of the Commission’s rules applicable theretotaxes incurred through such Balance Sheet date.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specifiedspecified subject, in the case of interim financial statements, to normal year-end adjustments; such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiariesor Milacron Holdings Corp., ora Delaware corporation (“Milacron”), in as the case of data not derivable from the accounting records of the Company may be, and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, their respective subsidiaries and presents fairly the information shown thereby; and any the consolidating and pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus have been prepared in accordance accordance, in all material respects, with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such consolidating and pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified, it being understood that unaudited interim financial statements are subject to normal, year-end audit adjustments; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinas may be otherwise specified therein or to the extent unaudited interim financial statements exclude footnotes or may be condensed or summary statements, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements of the Company, the Trust, Enduro Resource Partners LLC Predecessor, the Predecessor Underlying Properties, the Samson Permian Basin Assets and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference ConocoPhillips Permian Basin Assets (as each term is defined in the Registration Statement Statement, the most recent Preliminary Prospectus and the Prospectus), each together with the related notes, included in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus comply (and any amendment or supplement thereto), present fairly in all material respects with the applicable requirements financial condition of the Securities Act Company, the Trust, Enduro Resource Partners LLC Predecessor, the Predecessor Underlying Properties, the Samson Permian Basin Assets and the Exchange ActConocoPhillips Permian Basin Assets, as applicablerespectively, and present fairly, in all material respects, on the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference stated in the Registration Statement present fairly, in all material respectsStatement, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement most recent Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; (and any pro forma financial information amendment or supplement thereto) at the respective dates or for the respective periods to which they apply. Such statements and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with accounting principles generally accepted in the applicable requirements of United States applied consistently throughout the Securities Act periods involved, except as disclosed therein; and the Exchange Act, as applicable, and the assumptions underlying any such pro forma other financial information are reasonable and are relating to the Company set forth in the Registration Statement and Statement, the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement most recent Preliminary Prospectus and the Prospectus conform (and any amendment or supplement thereto) is accurately presented in all material respects to and prepared on a basis consistent with such financial statements and the requirements books and records of the Commission’s rules applicable Company or the Trust, as applicable. Except as set forth in Section 2(r), no other financial statements or schedules are required to be included in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto).

Financial Statements. The historical financial statements and the related notes thereto of the Company and its consolidated subsidiaries (including Grupo Transportación Ferroviara Mexicana, S.A. de C.V. (“Grupo TFM”)) included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of entities purported to be covered thereby at the respective dates indicated and the results of their operations and the changes in their cash flows for the respective periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information, except for the combined and consolidated financial statements of Grupo TFM which have been prepared in conformity with International Financial Reporting Standards, and present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Time of Sale Information and the Prospectus. No other pro forma financial statements are required to be included in the Registration Statement, the Time of Sale Information and the Prospectus. The interactive other historical financial and statistical information and data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus conform are, in all material respects to the requirements of the Commission’s rules applicable theretorespects, fairly presented.

Financial Statements. The Except as otherwise disclosed in the Initial Registration Statement and the Preliminary Prospectus or any documents incorporated therein by reference, the financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Initial Registration Statement and the Preliminary Prospectus comply or will comply, as the case may be, in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position position, results of operations and cash flows of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been or will be prepared in conformity with U.S. generally accepted accepting accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules included or incorporated by reference in the Registration Statement therein, present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Initial Registration Statement and the Prospectus Preliminary Prospectus, has been or will be derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly or will present fairly the information shown thereby; and any pro forma financial information and the related notes thereto that may be included or incorporated by reference in the Initial Registration Statement and the Prospectus have Preliminary Prospectus, has been or will be prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are or will be reasonable and are or will be set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Initial Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable theretoPreliminary Prospectus.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of unaudited interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference all disclosures included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with regarding “non-GAAP financial measures” (as such term is defined by the applicable requirements rules and regulations of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) and Item 10 of Regulation S-K of the Securities Act, to the requirements of the Commission’s rules applicable theretoextent applicable.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference all disclosures included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with regarding “non-GAAP financial measures” (as such term is defined by the applicable requirements rules and regulations of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the requirements of the Commission’s rules applicable theretoextent applicable.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of unaudited interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicablein all material respects, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The consolidated financial statements and the related notes thereto of the Company and its consolidated subsidiaries Subsidiaries included or incorporated by reference in the Registration Disclosure Statement (such financial statements, together with the related notes thereto, the “Financial Statements”) and the Prospectus documents filed or to be filed through the Effective Date under the Exchange Act with the Commission since January 1, 2009 (the “Commission Documents”), comply or will comply in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange ActBankruptcy Code, as applicable, and present fairly, fairly or will present fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates indicated therein and the consolidated results of their operations and the changes in their cash flows for the periods specifiedspecified therein; such financial statements Financial Statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, thereby (subject to year-end audit adjustments and except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference as disclosed in the Registration Statement present fairlynotes thereto, all of which, when taken as a whole, would not reasonably be expected to result in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has a Material Adverse Effect). The Financial Statements have been derived from the accounting records of the Company and its consolidated subsidiariesSubsidiaries. Notwithstanding the foregoing, or, in the case of data not derivable from Backstop Purchasers acknowledge that the accounting records financial position of the Company and its consolidated subsidiaries, other data reflected in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Disclosure Statement and the Prospectus conform Commission Documents does not reflect implementation of “fresh start” accounting pursuant to Statement of Position 90-7, “Financial Reporting by Entities in all material respects to Reorganization Under the requirements Bankruptcy Code” by the American Institute of the Commission’s rules applicable theretoCertified Public Accountants.

Financial Statements. The financial statements (including the notes thereto) and the related notes thereto of the Company and its consolidated subsidiaries other financial information included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus comply (and any amendment or supplement thereto) fairly present the financial position, results of operations, cash flows and changes in equity interests of the entities purported to be shown thereby as of the dates and for the periods specified therein; the pro forma financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus includes assumptions that provide a reasonable basis for presenting in all material respects with the applicable requirements of significant effects directly attributable to the Securities Act transactions and events described therein and the Exchange Act, as applicable, and present fairly, related pro forma adjustments give appropriate effect in all material respects, respects to those assumptions and reflect the proper application of those adjustments to the historical financial position statement amounts; since the date of the Company and its consolidated subsidiaries as latest of the dates indicated and the results of their operations and the changes in their cash flows for the periods specifiedsuch financial statements, there has been no change nor any development which has had or could reasonably be expected to have a Material Adverse Effect; such financial statements have been prepared in conformity accordance with generally accepted accounting principles consistently applied on a basis substantially consistent throughout the periods covered thereby, involved (except where an exception thereto has been adequately described therein, as otherwise expressly disclosed in the notes thereto) and comply as to form with the supporting schedules applicable accounting requirements of Regulation S-X under the 1933 Act; the information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the documents incorporated by reference in the Registration Statement present fairly, in all material respectsStatement, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement General Disclosure Package and the Prospectus has been derived fairly extracted from the accounting records financial statements of the Company Partnership and its consolidated subsidiaries, orfairly presents the information included therein and has been compiled on a basis consistent with that of the audited financial statements included, or incorporated by reference, in the case of data not derivable from Registration Statement, the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement General Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language Beneficial Financial Statements included or incorporated by reference in the Registration Statement Beneficial SEC Reports (i) are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with the Books and Records of the Beneficial Entities, (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the Prospectus conform applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes and (iii) fairly present in all material respects the consolidated financial condition of the Beneficial Entities as of the respective dates set forth therein and the consolidated results of operations, stockholders’ equity and cash flows of the Beneficial Entities for the respective periods set forth therein, subject in the case of the interim financial statements to year-end adjustments. The consolidated Beneficial Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the Commission’s rules applicable theretoSEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of Beneficial as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of Beneficial for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustments.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The combined financial statements and (including the related notes thereto thereto) of BIC Holdings LLC and Trean Holdings LLC (the “Combined Companies”) and their subsidiaries and the balance sheet of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company Combined Companies and its consolidated their subsidiaries or the Company, as the case may be, as of the dates indicated and the results of their the Combined Companies’ operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company Combined Companies and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, their subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference all disclosures included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply with Regulation G of the applicable requirements Exchange Act and Item 10 of Regulation S-K of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable theretoextent applicable.

Financial Statements. The financial statements and the related notes thereto of the Company together with related schedules and its consolidated subsidiaries incorporated by reference notes included in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout during the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting involved. The financial statement schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, amounts in the case of data not derivable from Prospectus under the accounting records of the Company captions “Prospectus Summary -- Summary Financial Information” and its consolidated subsidiaries, other data in the possession of the Company “Selected Historical and its consolidated subsidiaries, Unaudited Pro Forma Condensed Consolidated Financial and presents Operating Data” fairly present the information shown thereby; therein and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance compiled on a basis consistent with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth statements included in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language No other financial statements or schedules are required by Form S-1 or otherwise to be included or incorporated by reference in the Registration Statement and Statement, the Prospectus conform or any Preliminary Prospectus. The unaudited pro forma financial information (including the related notes) included in the Prospectus or any Preliminary Prospectus complies as to form in all material respects to the applicable accounting requirements of the Commission’s rules applicable thereto1933 Act and the Rules and Regulations, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable. Such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Company the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified.

Financial Statements. (i) The consolidated financial statements and the related notes thereto of the Company and its consolidated subsidiaries (including the related notes thereto) and schedules included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position condition of the Company and its consolidated subsidiaries as of the dates date(s) indicated and the results of their consolidated operations and the changes in their consolidated cash flows for the periods specified; such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinas otherwise disclosed in the financial statement footnotes, and the supporting schedules included or incorporated by reference in the Registration Statement Statement, the Prospectus and any Permitted Free Writing Prospectus present fairly, in all material respects, fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Permitted Free Writing Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Prospectus and the any Permitted Free Writing Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and Statement, the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable theretoand any such Permitted Free Writing Prospectus.

Financial Statements. At September 30, 2010, the Company would have had, on the consolidated pro forma basis indicated in the Prospectus (and any amendment or supplement thereto), a capitalization as set forth therein. The historical financial statements and (including the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference supporting schedules) included in the Registration Statement and the Prospectus comply (and any amendment or supplement thereto) present fairly in all material respects with the applicable requirements financial position, results of operations and cash flows of the Securities Act and entities purported to be shown thereby on the Exchange Act, as applicable, and present fairly, in all material respects, basis stated therein at the financial position of the Company and its consolidated subsidiaries as of the respective dates indicated and the results of their operations and the changes in their cash flows or for the respective periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, to which they apply and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with generally accepted accounting principles consistently applied throughout the applicable requirements of periods involved, except to the Securities Act extent disclosed therein. The summary historical and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the ProspectusProspectus (and any amendment or supplement thereto) under the caption “Summary Historical and Pro Forma Financial and Operating Data” and the selected historical and pro forma financial information set forth under the caption “Selected Historical Financial and Operating Data” is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements and pro forma financial statements, as applicable, from which it has been derived. The interactive data in eXtensible Business Reporting Language pro forma financial statements of the Company included or incorporated by reference in the Registration Statement and the Prospectus conform (and any amendment or supplement thereto) have been prepared in all material respects to in accordance with the applicable accounting requirements of Article 11 of Regulation S-X of the Commission’s rules applicable thereto; the assumptions used in the preparation of such pro forma financial statements are, in the opinion of the management of the Company, reasonable; and the pro forma adjustments reflected in such pro forma financial statements have been properly applied to the historical amounts in compilation of such pro forma financial statements.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, applicable and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; all disclosures included or incorporated by reference in the Registration Statement and any the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable; and the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and of Pepco, together with the related notes thereto schedules and notes, included in the Offering Memorandum (A) in the case of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actbalance sheets, as applicable, and present fairly, in all material respects, fairly the financial position of the Company Pepco and its consolidated subsidiaries subsidiaries, including the Company, as of the dates indicated indicated, and (B) in the results case of their operations the statement of operations, stockholders' equity and cash flows, present fairly such information for Pepco and its consolidated subsidiaries, including the changes in their cash flows Company, for the periods specified; such said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis substantially consistent throughout the periods covered therebyinvolved, except where an exception thereto has been adequately described as otherwise stated therein. The financial statements of Conectiv, together with the related schedules and the supporting schedules incorporated by reference notes, included in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, Offering Memorandum (A) in the case of data not derivable from the accounting records balance sheets, present fairly the financial position of the Company Conectiv and its consolidated subsidiariessubsidiaries as of the dates indicated, other data and (B) in the possession case of the Company statement of operations, stockholders' equity and cash flows, present fairly such information for Conectiv and its consolidated subsidiariessubsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, and presents except as otherwise stated therein. The selected financial data included in the Offering Memorandum present fairly the information shown thereby; therein and any have been compiled on a basis consistent with that of the audited financial statements included in the Offering Memorandum. The pro forma financial information statements and the related notes thereto incorporated by reference included in the Registration Statement and Offering Memorandum present fairly the Prospectus information shown therein, have been prepared in accordance with the applicable requirements of Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the Securities Act and the Exchange Act, as applicablebases described therein, and the assumptions underlying any such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects appropriate to give effect to the requirements of the Commission’s rules applicable thereto.transactions and circumstances referred to therein. (v)

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their its operations and the changes in their its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of any unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language all disclosures included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform in all material respects to regarding “non-GAAP financial measures” (as such term is defined by the requirements rules and regulations of the Commission’s rules applicable thereto) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The terms “subsidiary” and “subsidiaries” as used herein shall refer to Dyne Therapeutics Securities Corporation.

Financial Statements. The audited consolidated financial statements and the related notes thereto of the Company Partnership and its consolidated subsidiaries incorporated by reference Subsidiaries included in the Prospectus and the Registration Statement and the Prospectus comply present fairly in all material respects with the applicable requirements financial position, results of operations and cash flows of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company Partnership and its consolidated subsidiaries as of Subsidiaries purported to be shown thereby on the basis stated therein at the respective dates indicated and the results of their operations and the changes in their cash flows or for the respective periods specified; such financial statements to which they apply, and have been prepared in conformity accordance with generally accepted accounting principles consistently applied on a basis substantially consistent throughout the periods covered therebyinvolved, except where an exception thereto has been adequately described to the extent disclosed therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other . The unaudited pro forma condensed consolidated financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records statements of the Company Partnership and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information Subsidiaries and the related notes thereto incorporated by reference in the Prospectus and the Registration Statement and present fairly the Prospectus information contained therein, have been prepared in accordance with the applicable requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the Securities Act and the Exchange Act, as applicablebases described therein, and the assumptions underlying any such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth in appropriate to give effect to the Registration Statement transactions and the Prospectuscircumstances referred to therein. The interactive data in eXtensible eXtensbile Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform fairly presents the information called for in all material respects to the requirements of and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto in all material respects.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries and of Elizabethtown, each of which are included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respectsrespects the financial position of the Company and its consolidated subsidiaries or of Elizabethtown (as applicable) as of the dates indicated and the results of their respective operations and the changes in their respective cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries or of Elizabethtown and presents fairly the information shown thereby. The pro forma financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries, after giving effect to the acquisition of Elizabethtown, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in conformity with GAAP and the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statements present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries and the DuPont Performance Coatings business (the “Predecessor”) and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries and the Predecessor and its consolidated subsidiaries, respectively, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinas may be expressly stated in the related notes thereto, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included or incorporated by reference in each of the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in subsidiaries and the case of data not derivable from the accounting records of the Company Predecessor and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiariesrespectively, and presents fairly fairly, in all material respects, the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of Commission’s rules and regulations and guidelines with respect to pro forma financial information (except for the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any fact that such pro forma financial information are reasonable relates to a period other than the most recent fiscal year) and are the assumptions underlying such pro forma financial information set forth in the Registration Statement and Statement, the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Pricing Disclosure Package and the Prospectus conform in all material respects are reasonable to give effect to the requirements of the Commission’s rules applicable theretotransactions and circumstances referred to therein.

Financial Statements. (i) The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries subsidiaries, as applicable, as of the dates indicated and the results of their operations operations, comprehensive loss, stockholders’ equity and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any related supporting schedules included or incorporated by reference in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus relating to the Company and its subsidiaries has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language (ii) all disclosures included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform in all material respects regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the requirements of extent applicable; and (iii) no pro forma financial statements are required to be included in the Commission’s rules applicable theretoRegistration Statement, the Pricing Disclosure Package or the Prospectus.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the any related notes thereto included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus have has been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. (i) The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied (“GAAP”) applied, except to the extent stated therein, on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the other financial information included or incorporated by reference in each of the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, orsubsidiaries and presents fairly, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiariesall material respects, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in each of the Registration Statement Statement, the Time of Sale Information and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in each of the Registration Statement Statement, the Time of Sale Information and the Prospectus. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP, the information required to be stated therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Prospectus and the Prospectus conform Time of Sale Information fairly presents the information called for in all material respects to the requirements of and is prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference (which, for all purposes of this Agreement, shall include the Operating Partnership) included in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; all disclosures contained in the Registration Statement or the Prospectus regarding "non-GAAP financial measures" (as such term is defined by the rules and any regulations of the Commission) comply with Regulation G of the Exchange Act, and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; and the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement and the Prospectus have has been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference all disclosures included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with regarding “non-GAAP financial measures” (as such term is defined by the applicable requirements rules and regulations of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the requirements of the Commission’s rules applicable theretoextent applicable.

Financial Statements. As of June 30, 2006, the Partnership would have had, on the consolidated pro forma basis indicated in the Prospectus (and any amendment or supplement thereto), a capitalization as set forth therein. The historical financial statements and (including the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference supporting schedules) included in the Registration Statement Statement, the Preliminary Prospectus and the Prospectus Prospectus, together with the related notes (and any amendment or supplement thereto) comply as to form in all material respects with the applicable requirements of Regulation S-X under the Securities 1933 Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position position, results of operations and cash flows of the Company and its consolidated subsidiaries as of entities purported to be shown thereby on the basis stated therein at the respective dates indicated and the results of their operations and the changes in their cash flows or for the respective periods specified; such financial statements to which they apply and have been prepared in conformity accordance with generally accepted accounting principles consistently applied on a basis substantially consistent throughout the periods covered therebyinvolved, except where an exception thereto has been adequately described to the extent disclosed therein, and the supporting schedules incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; the . Any pro forma financial statements or other financial information incorporated by reference in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference set forth in the Registration Statement Statement, the Prospectus and the Disclosure Package (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical financial statements and pro forma financial statements, as applicable, from which it has been derived. The pro forma financial statements of the Partnership included in the Registration Statement, the Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto) have been prepared in all material respects in accordance with the applicable requirements of Article 11 of Regulation S-X of the Securities Act and the Exchange Act, as applicable, and Commission; the assumptions underlying any used in the preparation of such pro forma financial information statements are, in the opinion of the management of the General Partner, reasonable; and the pro forma adjustments reflected in such pro forma financial statements have been properly applied to the historical amounts in compilation of such pro forma financial statements. There are reasonable and no financial statements (historical or pro forma) that are set forth required to be included in the Registration Statement Statement, the Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language Disclosure Package that are not included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable theretoas required.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries and Yellow Maple I B.V. (“Yellow Maple”), a company with a limited liability incorporated in the Netherlands, and its subsidiaries and the respective related notes thereto included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated Yellow Maple, respectively, and their respective subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiariesYellow Maple, orrespectively, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, their respective subsidiaries and presents fairly the information shown thereby; and any . The pro forma financial information statements and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus conform Prospectus, together with the related notes, present fairly in all material respects the information shown therein, have been prepared in accordance with the Securities Act with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the requirements of the Commission’s rules applicable theretotransactions and circumstances referred to therein.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinunaudited financial statements, which are subject to normal year end adjustment and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; except as otherwise set forth therein or in the Registration Statement, the Time of Sale Information and the Prospectus, such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information of the Company and its subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any the pro forma financial information information, if any, and the related notes thereto of the Company and its subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus have been prepared prepared, in all material respects, in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. (i) The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The consolidated financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements of the Company and its subsidiaries have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission; and the supporting schedules other financial information included or incorporated by reference in the Registration Statement present fairly, in all material respectsStatement, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in all material respects in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in in, or incorporated by reference in, the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform fairly presents the information called for in all material respects to the requirements of and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements statements, together with the respective schedules and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference relating thereto, included in the Registration Statement Statement, the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange ActProspectus, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered therebyinvolved, except where an exception thereto has been adequately described as otherwise stated therein, . The selected financial data and the supporting schedules incorporated by reference summary financial information included in the Registration Statement present fairly, in all material respectsStatement, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents present fairly the information shown thereby; therein and any pro forma have been compiled on a basis consistent with that of the audited financial information and the related notes thereto incorporated by reference statements included in the Registration Statement Statement. The financial statements and other financial data included in the Registration Statement, each Preliminary Prospectus and the Prospectus have been prepared comply in accordance all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. paragraph (e) of Item 10 of Regulation S-K. The interactive data in eXtensible Business Reporting Language included or filed as exhibits to the documents incorporated by reference in into the Registration Statement Statement, the Disclosure Package and the Prospectus conform fairly present the information called for in all material respects to the requirements of and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has any off-balance sheet arrangements of the character contemplated by Item 303 of Regulation S-K or otherwise by Section 13G of the 1934 Act, or has any other contingent obligation or liability, which, in any case, is material, or is reasonably likely to be material, to the Company and its consolidated subsidiaries considered as one enterprise.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference all disclosures contained in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations under the Securities Act) comply with the applicable requirements Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; and the Exchange ActCompany and its consolidated subsidiaries taken as a whole do not have any material liabilities or obligations, as applicabledirect or contingent (including any off-balance sheet obligations or any “variable interest entities”), and the assumptions underlying any such pro forma financial information that are reasonable and are set forth not disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable theretothat are not included as required.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act Commission’s Division of Corporation Finance Financial Reporting Manual, the pro forma adjustments have been properly compiled on the pro forma bases described in the notes thereto and applied to the Exchange Act, as applicablehistorical amounts in the compilation thereof, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The Except as otherwise stated therein and except, in the case of interim periods, for the notes thereto and normal year-end adjustment, (i) the consolidated financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, that would apply to financial statements included in a filing under the Exchange Act or Securities Act and present fairly, fairly in all material respects, respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; , (ii) such financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered thereby, thereby (except where an exception thereto has been adequately described as otherwise noted therein), and the supporting schedules included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus present fairly, fairly in all material respects, respects the information required to be stated therein; , and (iii) the other financial information included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the Company financial statements presented therein and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The Any interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and Statement, the Time of Sale Prospectus or the Prospectus conform fairly presents in all material respects to the requirements of information called for and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto in all material respects. Exxxx & Young LLP (the “Accountants”), who has delivered its audit report with respect to the Company’s consolidated financial statements and schedules, is an independent registered public accounting firm within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of the unaudited interim financial statements, which are subject to normal, year-end adjustments and exclude certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their its operations and the changes in their its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, in all material respects, fairly the information required to be stated therein; the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; all disclosures included in the Registration Statement, the Pricing Disclosure Package and any the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply with Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Item 10 of Regulation S-K of the Securities Act, to the extent applicable; and the pro forma financial information and the related notes thereto incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their its operations and the changes in their its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of unaudited, interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, orpresents fairly, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiariesall material respects, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any the pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described thereinin the case of any unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and the any supporting schedules incorporated by reference included in the Registration Statement present fairly, fairly in all material respects, respects the information required to be stated therein; and the other financial information incorporated by reference included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and . With respect to the related notes thereto incorporated by reference disclosure included in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance Prospectus, there are no “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) that would need to comply with Regulation G of the applicable requirements Exchange Act and Item 10 of Regulation S-K of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable thereto.

Financial Statements. The consolidated financial statements of the Company included in the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes thereto of any other entity included therein, present fairly the financial position and results of operations of the Company and its subsidiaries on a consolidated basis, or such other entities, as the case may be, at the respective dates or for the respective periods to which they apply, and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Acton a consolidated basis, or such other entities, as applicablethe case may be, and present fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described therein, involved; and the supporting schedules incorporated by reference included in the Registration Statement and the Prospectus present fairly, fairly in all material respects, accordance with GAAP the information required to be stated therein; . The selected financial data and the other summary financial information incorporated by reference included in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents present fairly the information shown thereby; therein and any pro forma financial information and the related notes thereto incorporated by reference in the Registration Statement and the Prospectus have been prepared in accordance compiled on a basis consistent with the applicable requirements that of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma audited financial information are reasonable and are set forth statements included in the Registration Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language In addition, any pro forma financial statements of the Company and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus conform present fairly the information shown therein, have been prepared in all material respects to the requirements of accordance with the Commission’s rules applicable theretoand guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements. The financial statements statements, together with the respective schedules and the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference relating thereto, included in the Registration Statement Statement, the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange ActProspectus, as applicable, and present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered therebyinvolved, except where an exception thereto has been adequately described as otherwise stated therein, . The selected financial data and the supporting schedules incorporated by reference summary financial information included in the Registration Statement present fairly, in all material respectsStatement, the information required to be stated therein; the other financial information incorporated by reference in the Registration Statement Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents present fairly the information shown thereby; therein and any pro forma have been compiled on a basis consistent with that of the audited financial information and the related notes thereto incorporated by reference statements included in the Registration Statement Statement. The financial statements and other financial data included in the Registration Statement, the Disclosure Package and the Prospectus have been prepared comply in accordance all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement and the Prospectus. paragraph (e) of Item 10 of Regulation S-K. The interactive data in eXtensible Business Reporting Language included or filed as exhibits to the documents incorporated by reference in or deemed to be incorporated by reference into the Registration Statement Statement, the Pricing Prospectus and the Prospectus conform fairly present the information called for in all material respects to the requirements of and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has any off-balance sheet arrangements of the character contemplated by Item 303 of Regulation S-K or otherwise by Section 13G of the 1934 Act, or has any other contingent obligation or liability, which, in any case, is material, or is reasonably likely to be material, to the Company and its consolidated subsidiaries considered as one enterprise.