Common use of Financial Statements Clause in Contracts

Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and the related notes thereto included or of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement, the Disclosure Package 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, 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 basis throughout the periods covered thereby (thereby, except as disclosed 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, the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus has been derived from the accounting records of the Company and its subsidiaries consolidated subsidiaries, or, in the case of data not derivable from the accounting records of the Company and its consolidated subsidiaries, other data in the possession of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package 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, the Disclosure Package Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus presents fairly the information called for conform in all material respects and is prepared in accordance with to the requirements of 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, 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 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 throughout the periods covered thereby (thereby, except in the case of any unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein)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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto and supporting schedules) and other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus comply (and any amendment or supplement thereto) present fairly in all material respects with the applicable requirements financial position, results of operations and cash flows of the Securities Act and the Exchange Actentities purported to be shown thereby, as applicable, and present fairly the financial position of the Company and its subsidiaries as of at the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (indicated, except as to the extent disclosed therein), . The summary and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other selected historical financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which it has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby; and any derived, except as described therein. The pro forma financial information statements and the related notes thereto other pro forma financial information, if any, included or incorporated by reference in the Registration Statement, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents (i) present fairly the information called for in all material respects and is the information shown therein, (ii) have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and (iii) have been properly computed on the bases described therein. The assumptions used in the preparation of the pro forma financial statements and other pro forma financial information, if any, included or incorporated by reference in the Registration Statement and the Prospectus are reasonable, and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. No other financial statements or schedules of the Partnership are required by the Act or the Exchange Act to be included in the Registration Statement or the Prospectus.

Financial Statements. The historical consolidated financial statements and (including the related notes thereto included and supporting schedule) contained or incorporated by reference in the Registration 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(ii) present fairly in all material respects the financial position, 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, and present fairly the financial position of the Company and its 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 accordance with generally accepted accounting principles in the United States of America (“GAAP”) consistently applied on a consistent basis throughout the periods covered thereby (involved, except as to the extent disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the . The other financial information included of the Partnership and its subsidiaries, including non-GAAP financial measures, if any, contained or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company Partnership and its subsidiaries 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 market-related data included in the Registration Statement, the Pricing Disclosure Package and the related notes thereto included Prospectus is not based on or derived from sources that are reliable and accurate in all material respects. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents fairly the information called for in all material respects the information contained therein and is has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto in all material respects.

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

Financial Statements. The financial statements and Most Recent Financial Statements (including the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply thereto) present fairly in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its subsidiaries as of respective entity or entities presented therein at the respective dates indicated and the results of their operations and the changes in their cash flows for the respective periods specified; such , and except as otherwise stated in the Most Recent Financial Statements, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as disclosed therein), and the basis. The supporting schedules included or incorporated by reference in the Registration Statement Companies' SEC Filings fairly present fairly in all material respects the information required to be stated therein; the other . The financial information and data included or incorporated by reference in the Registration Statement, Companies' SEC Filings present fairly in all material respects the Disclosure Package information included therein and have been prepared on a basis consistent with that of the financial statements included in the Companies' SEC Filings and the Prospectus has been derived from the accounting books and records of the Company and its subsidiaries and presents fairly the information shown thereby; and any respective entities presented therein. The pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have Companies' SEC Filings has been prepared in accordance with the applicable requirements of Rules 11-01 and 11-02 of Regulation S-X under the Securities Act and the Exchange Act, as applicable, other 1933 Act Regulations and the assumptions underlying such American Institute of Certified Public Accountants ("AICPA") guidelines with respect to pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents includes all adjustments necessary to present fairly the information called for in all material respects the pro forma financial position of the respective entity or entities presented therein at the respective dates indicated and the results of their operations for the respective periods specified. Other than the historical and pro forma financial statements (and schedule) included therein, no other historical or pro forma financial statements (or schedules) are required to be included in the Companies' SEC Filings. Except as reflected or disclosed in the financial statements included in the Companies' SEC Filings, none of the Companies or any of the Subsidiaries is prepared in accordance with the Commission’s rules and guidelines applicable theretosubject to any material indebtedness, obligation, or liability, contingent or otherwise.

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, the Disclosure Package 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 in all material respects the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules included or incorporated by reference in the Registration Statement and the 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, the Disclosure Package and the Prospectus Statement has been derived from the accounting records of the Company and its 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, the Disclosure Package and the Prospectus have Statement has been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretoStatement when 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, 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 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 throughout the periods covered thereby (except for any annual year end adjustment, the adoption of new accounting principles and except as disclosed otherwise noted therein), and the supporting schedules schedules, if any, included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries consolidated subsidiaries, and presents fairly in all material respects the information shown therebythereby and has been compiled on a basis consistent with that of the audited financial statements included therein; and any pro forma financial information and the related notes thereto all disclosures included or incorporated by reference 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 Exchange Act and the Exchange Actof 1934, as applicableamended, and the assumptions underlying such pro forma financial information are reasonable rules and are set forth in regulations of the Registration StatementCommission thereunder (collectively, the Disclosure Package “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 Securities Act, to the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines 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, the Disclosure Package 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 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 throughout the periods covered thereby (thereby, except as disclosed therein)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, 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 included or incorporated by reference in the Registration Statement, the Disclosure Package any Permitted Free Writing Prospectus and the Prospectus has been derived from the accounting records of the Company and its consolidated 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 included or incorporated by reference . All disclosures contained in the Registration Statement, the Disclosure Package and 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 and Item 10 of Regulation S-K of the Securities Act, to the extent applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects 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, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The consolidated historical financial statements and (including the related notes thereto and supporting schedules) included or incorporated by reference in the Registration 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 the financial position of the Company and its 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 throughout the periods covered thereby involved (except as disclosed otherwise noted therein), and the supporting schedules . The selected financial data included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in into the Registration Statement, 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 and prepared on a basis consistent with the audited historical consolidated financial statements from which it has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby; and any derived. Any pro forma financial information statements and the related notes thereto included or incorporated by reference in into the Registration Statement, the Disclosure Package (and any amendment or supplement thereto) 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents (i) present fairly the information called for in all material respects and is shown therein, (ii) have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and (iii) have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements. The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration 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 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 throughout the periods covered thereby (thereby, except as disclosed therein)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 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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly fairly, in all material respects, the information shown thereby; and any the pro forma financial information statements and the related notes thereto included or incorporated by reference in the Registration 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 such pro forma financial information are reasonable and are statements set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus presents fairly are reasonable to give effect to the information called for in all material respects transactions and is prepared in accordance with the Commission’s rules and guidelines applicable theretocircumstances referred to therein.

Financial Statements. The financial statements and (including the related notes thereto thereto) of (i) the Company and its consolidated subsidiaries, (ii) Bellsoft, Inc. and its consolidated subsidiaries, (iii) DC&M Partners, L.L.C. and its consolidated subsidiaries and (iv) ATCG Technology Solutions, Inc. and its consolidated subsidiaries, in each case included or incorporated by reference in the Registration 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 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 consistent basis throughout the periods covered thereby (except as disclosed therein), and involved; the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; , and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated 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 statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package and 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the ProspectusRegulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus Statement fairly presents fairly the information called for in all material respects and is has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present 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 of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly fairly, in all material respects, the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents fairly the information called for in all material respects and is 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 the DuPont Performance Coatings business (the “Predecessor”) and its consolidated subsidiaries included or incorporated by reference in each of the Registration 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 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 throughout the periods covered thereby (thereby, except as disclosed therein)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 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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and the Predecessor and its consolidated subsidiaries, respectively, 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, 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 fact that such pro forma financial information relates to a period other than the Exchange Act, as applicable, most recent fiscal year) and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus presents fairly are reasonable to give effect to the information called for in all material respects transactions and is prepared in accordance with the Commission’s rules and guidelines applicable theretocircumstances referred to therein.

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, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in or incorporated by reference in the Registration 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, the Pricing Disclosure Package and the Prospectus fairly presents fairly the information called for in all material respects and is has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The combined financial statements and (including the related notes thereto thereto) of the Company included or incorporated by reference in the Registration 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, 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; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of Sphere Entertainment Co. under the Company and its 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 included or incorporated by reference in the Registration 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 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, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines 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, the Disclosure Package 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 in all material respects the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules included or 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, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package 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 such pro forma financial information are made on a reasonable and are basis as set forth in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.;

Financial Statements. The financial statements and the related notes thereto Southwest Financial Statements included or incorporated by reference in the Registration StatementSouthwest SEC Reports (i) are true, the Disclosure Package accurate and the Prospectus comply complete in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicablerespects, and present fairly the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)from, and are in accordance with the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package books and the Prospectus has been derived from the accounting records of the Company Southwest and its 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 StatementSubsidiaries, the Disclosure Package and the Prospectus (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the Securities Act SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the Exchange Actinterim 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 assumptions underlying such pro forma financial information are reasonable results of operations, shareholders’ equity and are cash flows of Southwest and Southwest Bank, as applicable, for the respective periods set forth therein, subject in the Registration Statementcase 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, the Disclosure Package accurate and complete in all material respects, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the Prospectus. The interactive data applicable accounting requirements and with the published rules and regulations of the SEC, in eXtensible Business Reporting Language included or incorporated by reference each case, consistently applied except as may be otherwise indicated in the Registration Statement, notes thereto and except with respect to unaudited financial statements for the Disclosure Package omission of footnotes and the Prospectus presents (C) will fairly the information called for present in all material respects the consolidated financial condition of Southwest as of the respective dates set forth therein and is prepared the results of operations, shareholders’ equity and cash flows of Southwest for the respective periods set forth therein, subject in accordance with the Commission’s rules and guidelines applicable theretocase of unaudited financial statements to year-end adjustments.

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, the Disclosure Package 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Prospectus and the any Issuer Free Writing Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and the Partnership and its consolidated subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package 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, Company to the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is Commission has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present 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 of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly fairly, in all material respects, the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents fairly the information called for in all material respects and is has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements of the Company together with related schedules and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout during the periods covered thereby (except as disclosed therein), and the supporting involved. The financial statement schedules included or incorporated by reference in the Registration Statement and the amounts in the Prospectus under the captions “Prospectus Summary — Summary Financial Information” and “Selected Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Data” fairly present fairly the information shown therein and have been compiled on a basis consistent with the financial statements included in the Registration Statement and the Prospectus. No other financial statements or schedules are required by Form F-1 or otherwise to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby; and or any Preliminary Prospectus. The unaudited pro forma financial information and (including the related notes thereto notes) included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, or any Preliminary Prospectus complies as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for to form in all material respects to the applicable accounting requirements of the 1933 Act and is prepared the Rules and Regulations, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable. Such pro forma adjustments have been properly applied to the historical amounts in accordance the compilation of the information and such information fairly presents with respect to the Commission’s rules Company the financial position, results of operations and guidelines applicable theretoother information purported to be shown therein at the respective dates and for the respective periods specified.

Financial Statements. The financial statements and the related notes thereto WSFS Financial Statements included or incorporated by reference in the Registration StatementWSFS SEC Reports (i) are true, the Disclosure Package accurate and the Prospectus comply complete in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicablerespects, and present fairly the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)from, and are in accordance with the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Books and the Prospectus has been derived from the accounting records Records of the Company and its 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 StatementWSFS Entities, the Disclosure Package and the Prospectus (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the Securities Act and the Exchange ActSEC, in each case, consistently applied except as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth may be otherwise indicated in the Registration Statement, notes thereto and except with respect to the Disclosure Package interim financial statements for the omission of footnotes and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents (iii) fairly the information called for present in all material respects the consolidated financial condition of the WSFS Entities as of the respective dates set forth therein and is 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 Commission’s applicable accounting requirements and with the published rules and guidelines applicable theretoregulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of WSFS as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of WSFS for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustments.

Financial Statements. The consolidated financial statements and of the related notes thereto Company included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the consolidated financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein), and involved; the supporting schedules schedules, if any, included or incorporated by reference in the Registration Statement and the Prospectus present fairly in accordance with GAAP the information required to be stated therein; the other selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the Disclosure Package 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 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, the Disclosure Package 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 such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth in appropriate to give effect to the Registration Statement, the Disclosure Package transactions and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretocircumstances referred to therein.

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

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 throughout the periods covered thereby (thereby, except in the case of any unaudited, interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein)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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto there are no disclosures included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and or 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 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and of the related notes thereto Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules (if any) and the Exchange Actnotes, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the operations, changes in their stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in stockholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries (if any) for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered thereby (except as disclosed therein), involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules schedules, if any, included or incorporated by reference in the Registration Statement present fairly fairly, in accordance with GAAP, the information required to be stated therein; . The information in the other Pre-Pricing Prospectus and the Prospectus under the caption “Summary Historical Consolidated Financial and Other Data” presents fairly the information shown therein and has been compiled on a basis consistent with that of the audited financial information statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus has been derived from Prospectus. All “non-GAAP financial measures” (as such term is defined in the accounting records rules and regulations of the Company and its subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference Commission), if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus have been prepared in accordance comply with the applicable requirements Item 10 of Regulation S-K of the Securities Act and Commission, to the Exchange Act, as extent applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects 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, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and or the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects 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, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, 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 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 included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines 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, the Disclosure Package 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package 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 such used in preparing the pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus presents fairly provide a reasonable basis for presenting the information called for in all material respects significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and is prepared in accordance with the Commission’s rules and guidelines applicable theretopro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the financial position of the Company and its subsidiaries as of the dates indicated and the results of their its operations and the changes in their its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (thereby, except as disclosed therein)otherwise noted in those financial statements for the adoption of required new accounting standards, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus. The In all material respects, the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus presents fairly the information called for in all material respects and is has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and As of September 30, 2011, the related notes thereto included or incorporated by reference Partnership would have had, on the consolidated, as adjusted basis indicated in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus, a capitalization as set forth therein. The financial statements (including the related notes and supporting schedules) and other 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 applicable requirements of Regulation S-X under the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position position, results of operations and cash flows of the Company and its subsidiaries as of entities purported to be shown thereby on the basis stated therein at the respective dates indicated and the results of their operations and the changes in their cash flows or for the respective periods specified; such financial statements to which they apply and have been prepared in conformity accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) consistently applied on a consistent basis throughout the periods covered thereby (involved, except as to the extent disclosed therein), . The summary historical and pro forma financial and operating data under the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference caption “Summary-Summary Historical and Pro Forma Financial and Operating Data” contained in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby; (and any amendment or supplement thereto) and the selected historical and pro forma financial information and operating data set forth under the related notes thereto included or incorporated by reference caption “Selected Historical and Pro Forma Financial and Operating Data” contained in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus have been (and any amendment or supplement thereto) are prepared in accordance on a basis consistent with the applicable requirements of the Securities Act audited and the Exchange Actunaudited 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 assumptions underlying such information shown thereby. The pro forma condensed consolidated financial statements and other pro forma financial information are reasonable and are set forth contained in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the ProspectusProspectus (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 assumptions used in the 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 interactive data assumptions used in eXtensible Business Reporting Language included or incorporated by reference the preparation of the pro forma financial statements and other pro forma financial information contained in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus presents fairly (and any amendment or supplement thereto) are reasonable, and the information called for 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 all material respects the Registration Statement, the Time of Sale Prospectus and is prepared in accordance with the Commission’s rules and guidelines applicable theretoProspectus.

Financial Statements. The historical combined 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, 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 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 throughout the periods covered thereby (except as disclosed otherwise stated therein), 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; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. Seller has made available to Buyer the Seller Financial Statements. The financial statements and the related notes thereto Seller Financial Statements included or incorporated by reference in the Registration Statement, Seller SEC Reports with respect to periods ending prior to the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements date of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its 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 this Agreement (i) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as disclosed therein)from, and the supporting schedules included or incorporated by reference are in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statementaccordance with, the Disclosure Package Books and the Prospectus has been derived from the accounting records Records of the Company and its 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 StatementSeller Entities, the Disclosure Package and the Prospectus (ii) have been prepared in accordance with GAAP, regulatory accounting principles and applicable accounting requirements and, if applicable, with the applicable requirements published rules and regulations of the Securities Act and the Exchange ActSEC, in each case, consistently applied, except as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth may be otherwise indicated in the Registration Statement, notes thereto and except with respect to the Disclosure Package unaudited financial statements for the omission of footnotes and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents (iii) fairly the information called for present in all material respects the consolidated financial condition of the Seller Entities as of the respective dates set forth therein and is 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 Commission’s published rules and guidelines applicable theretoregulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes and year-end adjustments and (B) will fairly present in all material respects the consolidated financial condition of Seller as of the respective dates set forth therein and the results of operations, shareholders’ equity (except with respect to unaudited financial statements) and cash flows (except with respect to unaudited financial statements) of Seller for the respective periods set forth therein, subject in the case of unaudited financial statements to the omission of footnotes and year-end adjustments.

Financial Statements. The consolidated financial statements and of the related notes thereto Company included or incorporated by reference in the Registration Statement, the Disclosure Package 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 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 dates indicated Company and its consolidated subsidiaries on a consolidated basis, or such other entities, as the results of their operations and the changes in their cash flows 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 throughout the periods covered thereby (except as disclosed therein), involved; and the supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly in accordance with GAAP the information required to be stated therein; . The selected financial data and the other summary financial information included or incorporated by 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 in the Registration Statement, the Disclosure Package Statement and the Prospectus has been derived from the accounting records Prospectus. In addition, any pro forma financial statements of the Company and its 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, the Disclosure Package 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 such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth in appropriate to give effect to the Registration Statement, the Disclosure Package transactions and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretocircumstances referred to therein.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 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 throughout the periods covered thereby (thereby, except in the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein)permitted by the applicable rules of the Commission, and the any supporting schedules included in the Registration Statement or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for Commission) comply in all material respects with Regulation G of the Exchange Act and is prepared in accordance with Item 10 of Regulation S-K of the Commission’s rules and guidelines applicable theretoSecurities Act, to the extent applicable.

Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in each of the Registration 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 in all material respects the consolidated financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, 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 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, 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 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, 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 such pro forma financial information are reasonable and are set forth in each of the Registration 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, the Disclosure Package Prospectus and the Prospectus General Disclosure Package, and any amendment or supplement thereto, fairly presents fairly the information called for in all material respects 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 EVO LLC and its consolidated subsidiaries included or incorporated by reference in the Registration 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 EVO LLC and its subsidiaries consolidated 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 throughout the periods covered thereby (except in the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed thereinpermitted 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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company EVO Parties and its their consolidated 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects 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, 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 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 throughout the periods covered thereby (thereby, except in the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein), 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; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for Commission) comply in all material respects with Regulation G of the Exchange Act and is prepared in accordance with Item 10 of Regulation S-K of the Commission’s rules and guidelines applicable theretoSecurities Act, to the extent 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 included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its subsidiaries SPR Entities as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such ending on any fiscal quarterly and annual periods ending after the date of this Agreement and prior to the Closing Date, in each case together with the notes thereto, and prepared from the books and records of the SPR Entities and in accordance with GAAP with no exception or qualification thereto (it being understood, however, that the SPR Entities have not been operating historically as separate “standalone” entities or a separate reporting segment and, therefore, the financial statements have been prepared of the SPR Entities will reflect certain adjustments necessary to be presented on a stand-alone basis in conformity accordance with generally accepted accounting principles GAAP and SEC requirements) applied on a consistent basis throughout through the periods covered thereby involved (except as disclosed therein), may otherwise be required under GAAP) and the supporting schedules included or incorporated by reference rules and regulations of the SEC, including the requirements of Regulation S-X, and, in the Registration Statement case of the combined financial statements of the SPR Entities for any fiscal year, GPC shall use its reasonable best efforts to cause such financial statements to be audited and accompanied by a report of the independent accountants for the SPR Entities and, in the case of any quarterly period, GPC shall use reasonable best efforts to cause such financial statements to be reviewed by the independent accountants for the SPR Entities. When delivered, such financial statements shall present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects the combined financial position and is prepared combined results of operations of the SPR Entities as of the dates and for the periods shown therein. GPC acknowledges that RMT Parent’s obligations under Section 7.01 depend, in accordance 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 Commission’s rules and guidelines applicable theretotiming of GPC providing the financial statements contemplated in this Section 7.15.

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, 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 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 throughout the periods covered thereby (thereby, except as disclosed therein)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 the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package 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 in all material respects the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules included or 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, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements of the Company and the related notes thereto its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus comply in all material respects Prospectus, together with the applicable requirements of the Securities Act related schedules and the Exchange Actnotes, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results statement of their operations operations, stockholders’ equity and the changes in their cash flows of the Company and its consolidated subsidiaries for the periods specified; such except as otherwise stated in the Registration Statement, said financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered thereby (except as disclosed therein)involved. The supporting schedules, and the supporting schedules if any, included or incorporated by reference in the Registration Statement present fairly in accordance with GAAP the information required to be stated therein; . The selected consolidated financial data of the other Company and its consolidated subsidiaries and the summary financial information of the Company and its consolidated subsidiaries included or incorporated by 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 in the Registration Statement, the Disclosure Package Statement and the Prospectus has been derived from the accounting records Prospectus. In addition, any pro forma financial statements of the Company and its 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents present fairly the information called for in all material respects and is shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration 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 subsidiaries consolidated 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 throughout the periods covered thereby (except in the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed thereinpermitted 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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and (including the related notes thereto and schedules thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and the related notes thereto Buyer Financial Statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its 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 Buyer SEC Reports (i) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as disclosed therein)from, and the supporting schedules included or incorporated by reference are in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statementaccordance with, the Disclosure Package Books and the Prospectus has been derived from the accounting records Records of the Company and its 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 StatementBuyer Entities, the Disclosure Package and the Prospectus (ii) have been prepared in accordance with GAAP, regulatory accounting principles and applicable accounting requirements and, if applicable, with the applicable requirements published rules and regulations of the Securities Act and the Exchange ActSEC, in each case, consistently applied except as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth may be otherwise indicated in the Registration Statement, notes thereto and except with respect to the Disclosure Package unaudited financial statements for the omission of footnotes and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents (iii) fairly the information called for present in all material respects the consolidated financial condition of the Buyer Entities as of the respective dates set forth therein and is 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 Commission’s published rules and guidelines applicable theretoregulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes and year-end adjustments, and (B) will fairly present in all material respects the consolidated financial condition of Buyer as of the respective dates set forth therein and the results of operations, shareholders’ equity (except with respect to unaudited financial statements) and cash flows (except with respect to unaudited financial statements) of Buyer for the respective periods set forth therein, subject in the case of unaudited financial statements to the omission of footnotes and year-end adjustments.

Financial Statements. The 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, the Disclosure Package 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 in all material respects the financial position position, results of operations and cash flows of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules included or incorporated by reference in the Registration Statement therein, present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus Preliminary Prospectus, has been or will be derived from the accounting records of the Company and its 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, the Disclosure Package 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 such pro forma financial information are or will be reasonable and are or will be set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretoPreliminary Prospectus.

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

Financial Statements. The financial statements of the Company together with related schedules and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such . Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout during the periods covered thereby (except as disclosed therein), and the supporting involved. The financial statement schedules included or incorporated by reference in the Registration Statement and the amounts in the Prospectus under the captions “Prospectus Summary -- Summary Financial Information” and “Selected Historical and Unaudited Pro Forma Condensed Consolidated Financial and Operating Data” fairly present fairly the information shown therein and have been compiled on a basis consistent with the financial statements included in the Registration Statement and the Prospectus. No other financial statements or schedules are required by Form S-1 or otherwise to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby; and or any Preliminary Prospectus. The unaudited pro forma financial information and (including the related notes thereto notes) included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, or any Preliminary Prospectus complies as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for to form in all material respects to the applicable accounting requirements of the 1933 Act and is prepared the Rules and Regulations, and management of the Company believes that the assumptions underlying the pro forma adjustments are reasonable. Such pro forma adjustments have been properly applied to the historical amounts in accordance the compilation of the information and such information fairly presents with respect to the Commission’s rules Company the financial position, results of operations and guidelines applicable theretoother information purported to be shown therein at the respective dates and for the respective periods specified.

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, 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 (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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 included or incorporated by reference in the Registration 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements statements, together with the respective schedules and the related notes thereto relating thereto, included or incorporated by reference in the Registration 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 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 throughout the periods covered thereby (involved, except as disclosed otherwise stated therein), . The selected financial data and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other summary financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its 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 statements included in the Registration Statement. The financial statements and other financial data included in the Registration Statement, each Preliminary Prospectus and the related notes thereto included or Prospectus comply in all material respects with the requirements of paragraph (e) of Item 10 of Regulation S-K. The interactive data in eXtensible Business Reporting Language filed as exhibits to the documents incorporated by reference in into the Registration Statement, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly present the information called for in all material respects and is have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has any off-balance sheet arrangements of the character contemplated by Item 303 of Regulation S-K or otherwise by Section 13G of the 1934 Act, or has any other contingent obligation or liability, which, in any case, is material, or is reasonably likely to be material, to the Company and its consolidated subsidiaries considered as one enterprise.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and the LLC and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Actpresent fairly, as applicablein all material respects, and present fairly 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 throughout the periods covered thereby (thereby, except in the case of unaudited financial statements, which are subject to normal period-end adjustments and do not contain footnotes as disclosed therein)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, the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company or the LLC and its subsidiaries consolidated subsidiaries, as applicable, and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto all disclosures included or incorporated by reference 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 Exchange Act and the Exchange Actof 1934, as applicableamended, and the assumptions underlying such pro forma financial information are reasonable rules and are set forth in regulations of the Registration StatementCommission thereunder (collectively, the Disclosure Package “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 Securities Act, to the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretoextent applicable.

Financial Statements. The Except as otherwise disclosed in the Initial Registration Statement and the Preliminary Prospectus or any documents incorporated therein by reference, the financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Initial Registration Statement, the Disclosure Package 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 in all material respects the financial position position, results of operations and cash flows of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules included or incorporated by reference in the Registration Statement therein, present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Initial Registration Statement, the Disclosure Package Statement and the Prospectus Preliminary Prospectus, has been or will be derived from the accounting records of the Company and its subsidiaries and presents fairly or will present fairly the information shown thereby; and any pro forma financial information and the related notes thereto that may be included or incorporated by reference in the Initial Registration Statement, the Disclosure Package 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 such pro forma financial information are or will be reasonable and are or will be set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Initial Registration Statement, the Disclosure Package Statement and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretoPreliminary Prospectus.

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, 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 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 throughout the periods covered thereby (thereby, except in the case of unaudited interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein)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; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly 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, 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for Commission) comply in all material respects with Regulation G of the Securities Exchange Act of 1934, as amended, and is prepared in accordance with the Commission’s rules and guidelines applicable theretoregulations 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. 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 and supporting schedules) included or incorporated by reference in the Registration Statement, the Disclosure Package 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 basis stated therein at the financial position of the Company and its 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 consistent basis throughout the periods covered thereby (except as disclosed therein), to which they apply and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus presents fairly (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 called for set forth under the caption “Selected Historical Financial and Operating Data” is accurately presented in all material respects and is 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 pro forma financial statements of the Company included in the Registration Statement and the Prospectus (and any amendment or supplement thereto) have been prepared in all material respects in accordance with the applicable accounting requirements of Article 11 of Regulation S-X of the Commission’s rules ; the assumptions used in the preparation of such pro forma financial statements are, in the opinion of the management of the Company, reasonable; and guidelines applicable theretothe pro forma adjustments reflected in such pro forma financial statements have been properly applied to the historical amounts in compilation of such pro forma financial statements.

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

Financial Statements. The financial statements and of Pepco, together with the related notes thereto schedules and notes, included or incorporated by reference in the Registration Statement, Offering Memorandum (A) in the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements case of the Securities Act and the Exchange Actbalance sheets, as applicable, and present fairly the financial position of the Company Pepco and its subsidiaries consolidated subsidiaries, including the Company, as of the dates indicated indicated, and (B) in the results case of their operations the statement of operations, stockholders' equity and cash flows, present fairly such information for Pepco and its consolidated subsidiaries, including the changes in their cash flows Company, for the periods specified; such said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (involved, except as disclosed otherwise stated therein). The financial statements of Conectiv, together with the related schedules and notes, included in the Offering Memorandum (A) in the case of the balance sheets, present fairly the financial position of Conectiv and its consolidated subsidiaries as of the dates indicated, and the supporting schedules included or incorporated by reference (B) in the Registration Statement case of the statement of operations, stockholders' equity and cash flows, present fairly such information for Conectiv and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as otherwise stated therein. The selected financial data included in the Offering Memorandum present fairly the information required to be stated therein; shown therein and have been compiled on a basis consistent with that of the other audited financial information statements included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby; and any Offering Memorandum. The pro forma financial information statements and the related notes thereto included or incorporated by reference in the Registration StatementOffering Memorandum present fairly the information shown therein, the Disclosure Package and the Prospectus 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 such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth in appropriate to give effect to the Registration Statement, the Disclosure Package transactions and the Prospectuscircumstances referred to therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.(v)

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 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 throughout the periods covered thereby (thereby, except in the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein)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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated 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, 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for Commission) comply in all material respects with Regulation G of the Exchange Act and is prepared in accordance with Item 10 of Regulation S-K of the Commission’s rules and guidelines applicable theretoSecurities Act, 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, 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 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 throughout the periods covered thereby (thereby, except in the case of unaudited interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein)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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements of the Company, the Trust, Enduro Resource Partners LLC Predecessor, the Predecessor Underlying Properties, the Samson Permian Basin Assets and the related notes thereto included or incorporated by reference ConocoPhillips Permian Basin Assets (as each term is defined in the Registration Statement, the Disclosure Package most recent Preliminary Prospectus and the Prospectus comply in all material respects Prospectus), each together with the applicable requirements of the Securities Act and the Exchange Actrelated notes, as applicable, and present fairly the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package most recent Preliminary Prospectus and the Prospectus has been derived from (and any amendment or supplement thereto), present fairly in all material respects the accounting records financial condition of the Company and its subsidiaries and presents fairly Company, the information shown thereby; and any pro forma financial information Trust, Enduro Resource Partners LLC Predecessor, the Predecessor Underlying Properties, the Samson Permian Basin Assets and the related notes thereto included or incorporated by reference ConocoPhillips Permian Basin Assets, respectively, on the basis stated in the Registration Statement, the Disclosure Package most recent Preliminary Prospectus and the Prospectus (and any amendment or supplement thereto) at the respective dates or for the respective periods to which they apply. Such statements and related notes have been prepared in accordance with accounting principles generally accepted in the applicable requirements of United States applied consistently throughout the Securities Act periods involved, except as disclosed therein; and the Exchange Act, as applicable, and the assumptions underlying such pro forma other financial information are reasonable and are relating to the Company set forth in the Registration Statement, the Disclosure Package most recent Preliminary Prospectus and the ProspectusProspectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with such financial statements and the books and records of the Company or the Trust, as applicable. The interactive data Except as set forth in eXtensible Business Reporting Language Section 2(r), no other financial statements or schedules are required to be included or incorporated by reference in the Registration Statement, the Disclosure Package most recent Preliminary Prospectus and the Prospectus presents fairly the information called for in all material respects (and is prepared in accordance with the Commission’s rules and guidelines applicable any amendment or supplement 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, the Disclosure Package 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus has been derived from the accounting records of the Company and its consolidated 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The audited consolidated financial statements of the Partnership and its Subsidiaries included in the Prospectus and the Registration Statement present fairly in all material respects the financial position, results of operations and cash flows of the Partnership and its consolidated Subsidiaries purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods to which they apply, and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except to the extent disclosed therein. The unaudited pro forma condensed consolidated financial statements of the Partnership and its Subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated contained therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the Securities Act and the Exchange Act, as applicablebases described therein, and the assumptions underlying such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth in appropriate to give effect to the Registration Statement, the Disclosure Package transactions and the Prospectuscircumstances referred to therein. The interactive data in eXtensible eXtensbile Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus fairly presents fairly the information called for in all material respects and is has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto in all material respects.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, 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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements of the Company and its 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, the Disclosure Package 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 the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its Yellow Maple, respectively, and their respective subsidiaries and presents fairly the information shown thereby; and any . The pro forma financial information statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus Prospectus, together with the related notes, present fairly in all material respects the information shown therein, have been prepared in accordance with the applicable requirements of the Securities Act with respect to pro forma financial statements and have been properly compiled on the Exchange Act, as applicablebases described therein, and the assumptions underlying such pro forma financial information used in the preparation thereof are reasonable and the adjustments used therein are set forth in appropriate to give effect to the Registration Statement, the Disclosure Package transactions and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretocircumstances referred to therein.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 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 throughout the periods covered thereby (thereby, except unaudited financial statements, which are subject to normal year end adjustment and do not contain certain footnotes as disclosed therein)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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements (including the notes thereto) and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus has been derived from (and any amendment or supplement thereto) fairly present the accounting records financial position, results of operations, cash flows and changes in equity interests of the Company entities purported to be shown thereby as of the dates and its subsidiaries and presents fairly for the information shown therebyperiods specified therein; and any the pro forma financial information and the related notes thereto 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 the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect in all material respects to those assumptions and reflect the proper application of those adjustments to the historical financial statement amounts; since the date of the latest of such 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 accordance with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise expressly disclosed in the notes thereto) and comply as to form with the applicable accounting requirements of Regulation S-X under the Securities Act and 1933 Act; the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or documents incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus has been fairly extracted from the financial statements of the Partnership and its consolidated subsidiaries, fairly presents fairly the information called for included therein and has been compiled on a basis consistent with that of the audited financial statements included, or incorporated by reference, in all material respects the Registration Statement, the General Disclosure Package and is prepared in accordance with the Commission’s rules and guidelines applicable theretoProspectus.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiary included or incorporated by reference in the Registration 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 subsidiaries consolidated 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 throughout the periods covered thereby (thereby, except unaudited financial statements, which are subject to normal year-end adjustments that are not material in the aggregate and do not contain certain footnotes as disclosed therein)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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries consolidated 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 forma) that are required to be included in the related notes thereto Registration Statement that are not included or incorporated by reference 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 such pro forma financial information are reasonable and are set forth in Securities Act, to the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretoextent applicable.

Financial Statements. The financial statements Company has filed all reports required to be filed by it under the Securities Act and the related notes thereto included Exchange Act, including pursuant to Section 13(a) or incorporated 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by reference in law to file such reports) (the Registration Statementforegoing materials being collectively referred to herein as the “SEC Reports” and, together with the Schedules to this Agreement (if any), the “Disclosure Package Materials”) on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the Prospectus comply expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicableAct and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, 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. The financial statements of the Company and each Subsidiary included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present fairly in all material respects the financial position of the Company and its subsidiaries consolidated Subsidiaries as of and for the dates indicated thereof 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 throughout the periods covered thereby (except as disclosed therein)then ended, and the supporting schedules included or incorporated by reference subject, in the Registration Statement present fairly the information required case of unaudited statements, to be stated therein; the other financial information included or incorporated by reference in the Registration Statementnormal, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretoyear-end audit adjustments.

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 included or incorporated by reference in the Registration 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 Combined Companies and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, 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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company Combined Companies and its their 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, 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 to the extent applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects 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, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

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 included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the financial position of (i) the Company and its subsidiaries consolidated subsidiaries, in the case of the financial statements of the Company and its subsidiaries, and (ii) Xxxxxx Dodge and its consolidated 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 throughout the periods covered thereby (thereby, except as otherwise disclosed therein)in the financial statement footnotes, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries or Xxxxxx Dodge and its subsidiaries, as the case may 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specifiedspecified subject, in the case of interim financial statements, to normal year-end adjustments; such financial statements have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company or Milacron Holdings Corp., a Delaware corporation (“Milacron”), as the case may be, and its their respective subsidiaries and presents fairly the information shown thereby; and any the consolidating and pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus have been prepared in accordance accordance, in all material respects, with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such consolidating and pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. (i) The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 subsidiaries consolidated subsidiaries, as applicable, as of the dates indicated and the results of their operations operations, comprehensive loss, stockholders’ equity and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby (except as disclosed therein)thereby, and the any related supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus relating to the Company and its subsidiaries has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto (ii) all disclosures included or incorporated by reference 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 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 such (iii) no pro forma financial information statements are reasonable and are set forth required to be included in the Registration Statement, the Pricing Disclosure Package and or the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects 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, 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 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 in the United States applied on a consistent basis throughout the periods covered thereby (except as disclosed therein)thereby, 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, the Pricing Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and its consolidated 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 included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Final Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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, together with the respective schedules and notes relating thereto, included in the Registration Statement, the Disclosure Package and the Prospectus, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the results of operations and 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 throughout the periods involved, except as otherwise stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Disclosure Package and 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. The financial statements and the related notes thereto other financial data included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position paragraph (e) of the Company and its subsidiaries as Item 10 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 throughout the periods covered thereby (except as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. Regulation S-K. The interactive data in eXtensible Business Reporting Language included or filed as exhibits to the documents incorporated by reference in or deemed to be incorporated by reference into the Registration Statement, the Disclosure Package Pricing Prospectus and the Prospectus presents fairly present the information called for in all material respects and is has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has any off-balance sheet arrangements of the character contemplated by Item 303 of Regulation S-K or otherwise by Section 13G of the 1934 Act, or has any other contingent obligation or liability, which, in any case, is material, or is reasonably likely to be material, to the Company and its consolidated subsidiaries considered as one enterprise.

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, 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 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 throughout the periods covered thereby (thereby, except in the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein)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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated 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, 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for Commission) comply in all material respects with Regulation G of the Exchange Act and is prepared in accordance with Item 10 of Regulation S-K of the Commission’s rules and guidelines applicable theretoSecurities Act, to the extent applicable.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company included or incorporated by reference in the Registration 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 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 throughout the periods covered thereby (thereby, except in the case of unaudited, interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein)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, the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects 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, 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 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 throughout the periods covered thereby (thereby, except in the case of any unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as disclosed therein)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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated 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 disclosure included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated , there are no “non-GAAP financial measures” (as such term is defined by reference in the Registration Statement, the Disclosure Package rules and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with regulations of the Commission’s rules ) that would need to comply with Regulation G of the Exchange Act and guidelines applicable theretoItem 10 of Regulation S-K of the Securities Act.

Financial Statements. The consolidated financial statements and of the related notes thereto Company included or incorporated by reference in the Registration Statement, the Disclosure Package 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 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 dates indicated Company and its consolidated subsidiaries on a consolidated basis, or such other entities, as the results of their operations and the changes in their cash flows 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 throughout the periods covered thereby (except as disclosed therein), involved; and the supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus present fairly in accordance with GAAP the information required to be stated therein; . The selected financial data and the other summary financial information included or incorporated by 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 in the Registration Statement, the Disclosure Package Statement and the Prospectus has been derived from the accounting records Prospectus. In addition, any pro forma financial statements of the Company and its 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents present fairly the information called for in all material respects and is shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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. (i) The consolidated financial statements of the Company and its subsidiaries (including the related notes thereto thereto) and schedules included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the financial position condition of the Company and its 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 throughout the periods covered thereby (thereby, except as otherwise disclosed therein)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 the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Prospectus and the any Permitted Free Writing Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package Prospectus and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretoany such Permitted Free Writing Prospectus.

Financial Statements. As of June 30, 2006, the Partnership would have had, on the consolidated pro forma basis indicated in the Prospectus (and any amendment or supplement thereto), a capitalization as set forth therein. The historical financial statements and (including the related notes thereto and supporting schedules) included or incorporated by reference in the Registration Statement, the Disclosure Package Preliminary Prospectus and the Prospectus Prospectus, together with the related notes (and any amendment or supplement thereto) comply as to form in all material respects with the applicable requirements of Regulation S-X under the Securities 1933 Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position position, results of operations and cash flows of the Company and its 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 consistent basis throughout the periods covered thereby (except as disclosed therein), to which they apply and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package 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 and the Exchange Act, as applicable, and the assumptions underlying such extent disclosed therein. Any pro forma financial statements or other pro forma financial information are reasonable and are set forth in the Registration Statement, the Prospectus and the Disclosure Package (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the Prospectusaudited 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, the Disclosure Package Preliminary Prospectus and the Prospectus presents fairly the information called for (and any amendment or supplement thereto) have been prepared in all material respects and is prepared in accordance with the applicable requirements of Article 11 of Regulation S-X of the Commission’s rules ; the assumptions used in the preparation of such pro forma financial statements are, in the opinion of the management of the General Partner, reasonable; and guidelines applicable theretothe pro forma adjustments reflected in such pro forma financial statements have been properly applied to the historical amounts in compilation of such pro forma financial statements. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Prospectus and the Disclosure Package that are not included as required.

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 included or incorporated by reference in the Registration Statement, the Disclosure Package 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 in all material respects the consolidated financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed 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 in all material respects the information required to be stated therein; , and (iii) the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus has been derived from the financial statements presented therein and the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or . Any interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and Time of Sale Prospectus or the Prospectus have been prepared fairly presents in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly all material respects the information called for in all material respects and is 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 consolidated financial statements and (including the related notes thereto included or thereto) of the Company and its subsidiaries incorporated by reference in the Registration 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 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 throughout the periods covered thereby (thereby, except as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the information required to be stated thereinapplicable rules of the Commission; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration 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 such pro forma financial information are reasonable and are set forth in in, or incorporated by reference in, the Registration 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, the Pricing Disclosure Package and the Prospectus fairly presents fairly the information called for in all material respects and is 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, the Disclosure Package 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 the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby; and any pro forma financial information and the any related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus have has been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. (i) The financial statements and the related notes thereto included or incorporated by reference in each of the Registration Statement, the Disclosure Package 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, the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated thereinthereby; the other financial information included or incorporated by reference in each of the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries 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 each of the Registration Statement, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in each of the Registration Statement, the Disclosure Package 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, the Disclosure Package Prospectus and the Prospectus Time of Sale Information fairly presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s 's rules and guidelines applicable thereto.

Financial Statements. The consolidated financial statements and the related notes thereto of the Company and its consolidated Subsidiaries included or incorporated by reference in the Registration StatementDisclosure Statement (such financial statements, together with the related notes thereto, the Disclosure Package “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 or will present fairly in all material respects the consolidated financial position of the Company and its 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 throughout the periods covered thereby (subject to year-end audit adjustments and except as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required notes thereto, all of which, when taken as a whole, would not reasonably be expected to be stated therein; the other financial information included or incorporated by reference result in the Registration Statement, the Disclosure Package and the Prospectus has a Material Adverse Effect). The Financial Statements have been derived from the accounting records of the Company and its subsidiaries and presents fairly Subsidiaries. Notwithstanding the information shown thereby; and any pro forma foregoing, the Backstop Purchasers acknowledge that the financial position of the Company reflected in the financial information and the related notes thereto included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus have been prepared Commission Documents does not reflect implementation of “fresh start” accounting pursuant to Statement of Position 90-7, “Financial Reporting by Entities in accordance with Reorganization Under the applicable requirements Bankruptcy Code” by the American Institute of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines 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, 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 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 throughout the periods covered thereby (thereby, except as disclosed therein)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 the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and any -------------------- supporting schedules of the related notes thereto Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the consolidated financial position of the Company and its consolidated subsidiaries as of at the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such and, except as otherwise stated in the Registration Statement and the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as disclosed therein), basis; and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus; the pro forma financial statements and the related notes thereto included in documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents present fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statementtherein, the Disclosure Package and the Prospectus 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 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 Registration Statement, Prospectus under the Disclosure Package caption "Ratio of Earnings to Fixed Charges" and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in Exhibit 12 to the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for Statement have been calculated in all material respects and is prepared in accordance compliance with Item 503(d) of Regulation S-K of the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements and any supporting schedules of the related notes thereto Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Disclosure Package 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 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 consistent basis throughout the periods covered thereby (except as disclosed therein), basis; and the supporting schedules included or incorporated by reference in the Registration Statement present 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, the Disclosure Package Statement and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents present fairly the information shown thereby; and any pro forma financial information and the related notes thereto included or incorporated by reference in the Registration Statementtherein, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretowith 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; 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 have been calculated in compliance with Item 503(d) of Regulation S-K of the Commission.

Financial Statements. The financial statements and the related notes thereto Beneficial Financial Statements included or incorporated by reference in the Registration StatementBeneficial SEC Reports (i) are true, the Disclosure Package accurate and the Prospectus comply complete in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicablerespects, and present fairly the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)from, and are in accordance with the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Books and the Prospectus has been derived from the accounting records Records of the Company and its 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 StatementBeneficial Entities, the Disclosure Package and the Prospectus (ii) have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the Securities Act and the Exchange ActSEC, in each case, consistently applied except as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth may be otherwise indicated in the Registration Statement, notes thereto and except with respect to the Disclosure Package interim financial statements for the omission of footnotes and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents (iii) fairly the information called for present in all material respects the consolidated financial condition of the Beneficial Entities as of the respective dates set forth therein and is 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 Commission’s applicable accounting requirements and with the published rules and guidelines applicable theretoregulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of Beneficial as of the respective dates set forth therein and the results of operations, stockholders’ equity and cash flows of Beneficial for the respective periods set forth therein, subject in the case of unaudited financial statements to year-end adjustments.

Financial Statements. The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries and of Elizabethtown, each of which are included or incorporated by reference in the Registration 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 or of Elizabethtown (as applicable) as of the dates indicated and the results of their respective operations and the changes in their respective cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries or of Elizabethtown and presents fairly the information shown thereby. The pro forma financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries, after giving effect to the acquisition of Elizabethtown, included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in conformity with GAAP and the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statements present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (except as disclosed therein), and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is 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 the DuPont Performance Coatings business (the “Predecessor”) and its consolidated subsidiaries included or incorporated by reference in each of the Registration 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 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 throughout the periods covered thereby (thereby, except as disclosed therein)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 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, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and the Predecessor and its consolidated subsidiaries, respectively, 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, 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 fact that such pro forma financial information relates to a period other than the Exchange Act, as applicable, most recent fiscal year) and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus presents fairly are reasonable to give effect to the information called for in all material respects transactions and is prepared in accordance with the Commission’s rules and guidelines applicable theretocircumstances referred to therein.

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, the Disclosure Package 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement present 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, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. (i) The financial statements and (including the related notes thereto thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the any supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is 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 subsidiaries (which, for all purposes of this Agreement, shall include the Operating Partnership) included or incorporated by reference in the Registration Statement, the Disclosure Package 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 the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Statement and the Prospectus has been derived from the accounting records of the Company and its 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 included or incorporated by reference in the Registration Statement, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines 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, the Disclosure Package 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 the financial position of the Company and its 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 throughout the periods covered thereby (except as disclosed therein)thereby, 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 the information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Disclosure Package Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its 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, the Disclosure Package 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 such pro forma financial information are reasonable and are set forth in the Registration Statement, the Disclosure Package 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, the Disclosure Package Time of Sale Information and the Prospectus presents fairly the information called for are, in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable theretorespects, fairly presented.

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, 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 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 throughout the periods covered thereby (except as disclosed therein)thereby, 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; the other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries 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, 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 such pro forma financial information are reasonable and are set forth in the Registration 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, the Disclosure Package and the Prospectus presents fairly the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.