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 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 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 Prospectus, and any amendment or supplement thereto 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 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 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 Time of Sale Information, 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 Time of Sale Information 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 Time of Sale Information and the Prospectus Prospectus, and any amendment or supplement thereto, 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; and no historical or pro forma financial statements are required to be included in the Registration Statement, the Time of Sale Information or the Prospectus under the Securities Act or the Exchange Act 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 Time of Sale Information, 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 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 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 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 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 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 (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 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 (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 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 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, 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 thereto, included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus 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 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 (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 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 (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, 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; 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, 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 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 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 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 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. (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 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. (a) The financial statements combined balance sheets of the Borrower and its Consolidated Subsidiaries as at May 31, 2001 and the related notes thereto combined statements of income, expenses and net margins, changes in Members' equity and cash flows for the Company fiscal year ended May 31, 2001, including the related notes, accompanied by the opinion and its consolidated subsidiaries incorporated by reference report thereon of Xxxxxx Xxxxxxxx & Co., certified public accountants, heretofore delivered to the Banks, present fairly in accordance with generally accepted accounting principles (i) 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 combined financial position of the Company Borrower and its consolidated subsidiaries Consolidated Subsidiaries as at the date of said balance sheets and (ii) the combined results of the dates indicated operations of the Borrower and its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) which are not disclosed by or reserved against in the results most recent audited financial statements or in the notes thereto other than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in each case by the Borrower in the ordinary course of their operations and business since the changes in their cash flows for the periods specified; date of such financial statements. All such financial statements have been prepared in conformity accordance with generally accepted accounting principles applied on a basis substantially consistent throughout the periods covered therebywith prior periods, except where an exception thereto has been adequately described as 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 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, . The same representations as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in this Section 4.02 shall be deemed to have been made by the Registration Statement Borrower in respect of the most recent annual and quarterly financial statements of the Prospectus. The interactive data in eXtensible Business Reporting Language included Borrower and its Consolidated Subsidiaries (except that the opinion and report of Xxxxxx Xxxxxxxx & Co. may be replaced by an opinion and report of another nationally recognized firm of independent certified public accountants) furnished or incorporated by reference in the Registration Statement and the Prospectus conform in all material respects required to be furnished to the requirements Banks prior to or at the time of the Commission’s rules applicable theretomaking of each Loan hereunder, at the time the same are furnished or required to be furnished.

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 Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and the related notes schedules thereto of the Company and its consolidated subsidiaries documents (other than exhibits to such documents) incorporated by reference in therein, being hereinafter referred to herein as the Registration Statement “SEC Documents”). The Company has delivered to the Purchaser true and complete copies of the Prospectus comply SEC Documents, except for such exhibits and incorporated documents. As of their respective dates, the SEC Documents complied in all material respects with the applicable requirements of the Securities Exchange Act and the Exchange Act, as applicablerules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and present fairlynone of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respectsrespects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates indicated thereof and the consolidated 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, orthen ended (subject, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiariesunaudited statements, 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, to normal year-end audit adjustments). Except as applicable, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the Prospectusordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. 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 Company is subject to the reporting requirements of the CommissionExchange Act. For the avoidance of doubt, filing of the documents required in this Section via the SEC’s rules applicable theretoElectronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) shall satisfy all delivery requirements of this Section 3.1(h).

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 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. (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. 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. 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 (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 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 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 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, 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 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. Ernst & 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 Accounting Oversight Board (United States) and as required by the Securities Act.

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. 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 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 the related notes thereto of the Company and its consolidated subsidiaries included, or incorporated by reference reference, 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 applicablewell as those financial statements, schedules and notes of any other entity included therein, present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of respective entity or entities or group presented therein at the respective dates indicated and the results statement of their operations operations, stockholders' equity and the changes in their cash flows data of such entity, as the case may be, for the periods specified; such . 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 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 Prospectusinvolved. The interactive data in eXtensible Business Reporting Language supporting schedules, if any, included or incorporated by reference in the Registration Statement and the Prospectus conform present fairly, in all material respects accordance with GAAP, the information required to be stated therein. The selected financial data, the summary financial information and other financial information and data included in, or incorporated by reference into, the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included, or incorporated by reference, in the Registration Statement and the Prospectus. In addition, any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission's rules and the guidelines of the American Institute of Certified Public Accountants ("AICPA") with respect to pro forma information and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are, in the opinion of the Company, reasonable and the adjustments used therein are appropriate to give effect to the requirements of transactions and circumstances referred to therein. All historical financial statements and information and all pro forma financial statements and information required by the Commission’s rules applicable thereto1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations are included, or incorporated by reference, in the Registration Statement and the 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 Statement, the General Disclosure Package and the Prospectus comply Prospectus, together with the related schedules (if any) and notes, 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 the Subsidiary (as of defined below) at the dates indicated and the results of their operations operations, changes in shareholders’ equity and cash flows of the Company and the changes in their cash flows Subsidiary 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 in all material respects 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 shareholders’ (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 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 therein, involved and comply in all material respects with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, or 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, fairly in all material respects, in accordance with IFRS, the information required to be stated therein; . The information in the other Pre-Pricing Prospectus and the Prospectus under the captions “Summary Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial information incorporated by reference statements of the Company included in the Registration Statement and Statement, 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 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, 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 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 (“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 (including the related notes thereto 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, 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 supporting schedules included or incorporated by reference in each of the Registration Statement Statement, the Prospectus and the Time of Sale Information 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 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 pro forma financial information and the related notes thereto all disclosures included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information 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 to the extent 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 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 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, 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 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 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 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 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 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 (“GAAP”) applied on a consistent basis substantially consistent throughout the periods covered thereby, except where an exception thereto has been adequately described as otherwise disclosed therein, and, in the case of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes, and 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, Act 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 (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. (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 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. 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 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 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 the related notes thereto of the Company and its consolidated subsidiaries incorporated by reference subsidiaries, together with the related notes, 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 . 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 as may be expressly stated in the related notes thereto. 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 . The other financial information 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; 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 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 provide a reasonable and are basis for presenting the transactions as 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 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 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 (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 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. (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 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. 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, 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 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 the Registration Statement Statement, Time of Sale Information and the Prospectus present fairly, in all material respects, fairly the information required to be stated thereintherein (subject to normal year-end adjustments, which adjustments, either individually or in the aggregate, will not be material); and the other financial information included or incorporated by reference in the Registration Statement Statement, 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 related notes thereto included or incorporated by reference in the Registration Statement Statement, Time of Sale Information and the Prospectus have been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, comply with the applicable requirements of the Securities Act and the Exchange Act, as applicable, present fairly in all respects the information shown therein, and the assumptions underlying any such pro forma financial information are reasonable and are set forth in the Registration Statement Statement, 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 (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 of the Company and its consolidated subsidiaries included, or incorporated by reference reference, 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 applicablewell as those financial statements, schedules and notes of any other entity included therein, present fairly, in all material respects, fairly the financial position of the Company and its consolidated subsidiaries as of respective entity or entities or group presented therein at the respective dates indicated and the results statement of their operations operations, stockholders' equity and the changes in their cash flows of such entity, as the case may be, for the periods specified; such . 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 therebyinvolved. The supporting schedules, except where an exception thereto has been adequately described thereinif any, and the supporting schedules included, or incorporated by reference reference, in the Registration Statement and the Prospectus present fairly, in all material respectsaccordance with GAAP, the information required to be stated therein; . The selected financial data, the summary financial information and other financial information and data included, or incorporated by reference reference, 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, or incorporated by reference, in the Registration Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiariesProspectus. In addition, 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 reference, in the Registration Statement and the Prospectus present fairly the information shown therein, have been prepared in accordance with the applicable requirements Commission's rules and guidelines and the guidelines of the Securities Act American Institute of Certified Public Accountants ("AICPA") with respect to pro forma information and have been properly compiled on the Exchange Act, as applicablebases described therein, and the assumptions underlying any such 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. All historical financial statements and information and all pro forma financial statements and information required by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations are reasonable and are set forth included, or incorporated by reference, 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 historical financial statements and the related notes thereto included or incorporated by reference, in each of the Company and its consolidated subsidiaries incorporated by reference in Registration Statement, the Registration Statement 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 Parent and its consolidated subsidiaries or MetroPCS Communications, Inc. (“MetroPCS”) and its consolidated subsidiaries, as the case may be, as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specifiedspecified in all material respects; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis substantially consistent throughout the periods covered therebythereby in all material respects. The other historical financial, except where an exception thereto has been adequately described thereinpro forma, as adjusted and the supporting schedules statistical information included or incorporated by reference in the Registration Statement present fairlyStatement, the Time of Sale Information and the Prospectus and that is derived from the historical financial information and statements presents fairly the information included therein in all material respectsrespects and has been prepared on a basis consistent with that of the financial statements and historical, the information required to be stated therein; the other pro forma and as adjusted financial information and statements that are included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus has been derived from and the accounting books and records of the Company respective entities presented therein and, to the extent such information is a range, projection or estimate, is based on the good faith belief and its consolidated subsidiaries, or, in the case of data not derivable from the accounting records estimates of the Company and its consolidated subsidiaries, other data in the possession management 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 ProspectusParent. 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 present fairly 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. The pro forma financial statements and other pro forma financial information included in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein, have been prepared in accordance with Article 11 of Regulation S-X (with the exception of any prospective financial information or projections included therein), have been properly compiled on the pro forma bases described therein, and, in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances described 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 (“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 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 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 and (including the related notes thereto thereto) of the Company 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, fairly in all material respects, respects the financial position of the Company LLC 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 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 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, 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 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 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. (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. The historical financial statements and (including the related notes thereto and supporting schedules) filed as part of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and or included in the Prospectus (and any amendment or supplement thereto) comply in all material respects with the applicable requirements of under the Securities Act and the Exchange Act, as applicable, and present fairly, fairly in all material respects, respects the financial position condition, 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 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 thereby, except where an exception thereto has been adequately described therein, involved. The summary historical 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 and operating 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 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 and operating information set forth under the caption "Selected Historical and Pro Forma Financial and Operating Data" 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 interactive data in eXtensible Business Reporting Language pro forma financial statements of the Partnership included or incorporated by reference in the Registration Statement and the Prospectus conform (and any amendment or supplement thereto) (i) comply as to form in all material respects with the applicable requirements of Regulation S-X, (ii) have been prepared in accordance with the Commission's rules and 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 such pro forma financial statements are reasonable, and the adjustments used therein are appropriate to give effect to the requirements of transactions or circumstances referred to therein. The other historical financial and statistical information and data included in the Commission’s rules applicable theretoProspectus are, in all material respects, fairly presented.

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 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 statements, together with the related schedules and notes thereto thereto, of the Company Bank and its consolidated subsidiaries controlled entities 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 consolidated financial position condition and results of operations of the Company Bank and its consolidated subsidiaries controlled entities 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 stated therein, said financial statements have been prepared in conformity accordance with generally accepted accounting principles the requirements for an authorized deposit-taking institution under the Banking Xxx 0000 of Australia, as amended (the “Australian Banking Act”), Australian equivalents to International Financial Reporting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act applied on a consistent basis substantially consistent throughout the to all periods covered thereby, except where an exception thereto has been adequately described therein, presented; 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 Statement, the Time of Sale Information and the Prospectus conform Prospectus, comply in all material respects with the applicable requirements of Regulation S-X promulgated by the Commission and have been prepared on a basis consistent with Westpac’s financial statements for the same fiscal period or periods as are covered by such pro forma financial information, except for such reclassifications and pro forma adjustments as are specified therein, and the assumptions used in connection with the preparation of such pro forma financial information were reasonable as of the respective dates on which such pro forma financial information was prepared, the adjustments used therein were appropriate to give effect to the requirements transactions and circumstances referred to therein, and the material assumptions used in connection with the preparation of such pro forma financial information are set forth or incorporated by reference in the Commission’s rules applicable theretoRegistration Statement, the Time of Sale Information and the 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, 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 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 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 most recent Preliminary 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 condition, results of operations and cash flows of the Company and its consolidated subsidiaries as of entities purported to be shown thereby 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 accounting principles 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, involved. The summary historical financial and operating data included under the supporting schedules incorporated by reference caption “Summary—Summary Historical and Pro Forma Financial and Operating Data” in the Registration Statement present fairlyStatement, the most recent Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto) and the selected historical financial and operating data set forth under the caption “Selected Historical and Pro Forma Financial and Operating Data” included in the Registration Statement, the most recent Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto) is accurately presented in all material respectsrespects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, the information required to be stated except as described therein; the . The other financial information incorporated by reference of the Partnership (or its predecessor for accounting purposes), including non-GAAP financial measures contained in the Registration Statement Statement, the most recent Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Company Partnership Entities or their predecessors for accounting purposes, fairly presents in all material respects the information purported to be shown thereby and its consolidated subsidiariescomplies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, or, to the extent applicable. There are no financial statements (historical or pro forma) that are required to be included in the case of data Registration Statement, the most recent Preliminary Prospectus or the Prospectus that are 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 so included as required and the related notes thereto incorporated by reference Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement and (excluding the exhibits thereto), the most recent Preliminary 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 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 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 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. The financial statements of the Company and its subsidiaries and of Xxxxxx Dodge Corporation (“Xxxxxx Dodge”) and its subsidiaries 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 (i) the Company and its consolidated subsidiaries, in the case of the financial statements of the Company and its subsidiaries, and (ii) Xxxxxx Dodge and its consolidated subsidiaries subsidiaries, in the case of the financial statements of Xxxxxx Dodge and its subsidiaries, in each case 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 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 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 Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries or Xxxxxx Dodge and its subsidiaries, or, in as 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 subsidiariesmay be, 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. 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 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 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 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 as disclosed therein, 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 relating to the Company and its consolidated subsidiaries 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 in all material respects the information shown thereby; and any pro forma . The financial information and statements of the related notes thereto incorporated by reference businesses or properties acquired or proposed to be acquired, if any, included in the Registration Statement and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X. The pro forma financial statements and the related notes and the pro forma and pro forma as adjusted financial information and related notes included in the Registration Statement and the Prospectus, if any, 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 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. (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 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. 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 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, subsidiaries 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 financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries incorporated by reference 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, 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 and the Prospectus 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 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 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), if any, 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, to the extent applicable. Except as applicableotherwise included or incorporated by reference therein, and the assumptions underlying any such pro forma no other financial information statements or supporting schedules are reasonable and are set forth required to be included in the Registration Statement and or the Prospectus. The interactive data in eXtensible 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 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 Statement, the Time of Sale Information and the Prospectus conform fairly present the information called for in all material respects to the requirements of and are 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 -------------------- (including the notes thereto and its consolidated subsidiaries incorporated by reference the supporting schedules) included in the Registration Statement and the Prospectus comply in all material respects (collectively, the "Financial --------- Statements") fairly present, with respect to the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly, in all material respectsCompany, the financial position of the Company and its consolidated subsidiaries as of the dates indicated and ---------- position, the results of their operations operations, the cash flows, and the changes in their cash flows other information purported to be shown therein at the respective dates and for the respective periods specified; such financial statements to which they apply. The Financial Statements have been prepared in conformity accordance with generally accepted accounting principles consistently applied on a basis substantially consistent throughout the periods covered therebyinvolved and are in accordance with the books and records of the Company. Xxxxxxxxxx, except where an exception thereto has been adequately described thereinMelvoin and Xxxxxxx LLP, the accountants ("Accountants") whose report on the audited financial statements ----------- is filed with the Commission as a part of the Registration Statement, are, and during the supporting schedules incorporated periods covered 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 their report(s) included in the Registration Statement and the Prospectus has been derived from were, independent certified public accountants with respect to the accounting records Company within the meaning of the Company Act and its consolidated subsidiaries, or, the Regulations. No other financial statements are required by Form S-1 or otherwise to be included in the case of data not derivable from Registration Statement or the accounting records of Prospectus. The assumptions used in preparing the Company and its consolidated subsidiaries, other data "As adjusted" financial information included in the possession of Prospectus under the Company caption "Capitalization" are reasonable. The selected and its consolidated subsidiariessummary financial and statistical data appearing in the Prospectus, including without limitation, under the captions "Summary Financial Data", "Dilution" and "Selected Financial Data" presents fairly the information purported to be shown thereby; and any pro forma financial information and therein, on the related notes thereto incorporated by reference basis stated in the Registration Statement and the Prospectus have been prepared in accordance with the applicable requirements as of the Securities Act dates and for 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 theretoperiods indicated.

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 (the “Included Financials”), except the financial statements and the related notes in the Company’s Annual Report on Form 10-K for 2008 which have been superseded by the financial statements and the related notes therein included in the Company’s Current Report on Form 8-K filed on November 9, 2009, comply in all material respects with the applicable requirements of the Securities 1933 Act and the Exchange Act1933 Act Regulations or the 1934 Act and the 1934 Act Regulations, 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 the Included Financials have been prepared in conformity with accounting principles generally accepted in the United States (“generally accepted accounting principles principles”) applied on a consistent basis substantially consistent throughout the periods covered thereby, thereby except where an exception thereto has been adequately described as noted 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 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 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 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 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 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 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 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 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 ; there are no financial statements (historical or pro forma) that are required to be included in eXtensible Business Reporting Language the Registration Statement, any Preliminary Prospectus or the Prospectus that are not included as required; and the Company and its subsidiaries do not have any material liabilities or incorporated by reference obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Time of Sale Information and the Prospectus conform in all material respects to the requirements of the Commission’s rules applicable theretoProspectus.