Common use of Company Financial Statements Clause in Contracts

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. (a) The consolidated historical financial statements and related notes of the Company thereto included and its Subsidiaries filed with the Company SEC Reports have been or incorporated by reference will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the Registration Statementnotes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), the Prospectus or any Permitted Free Writing Prospectus comply and fairly present in all material respects with the applicable requirements of the Act and the Exchange Actrespects, or will present in all material respects, as applicablethe case may be, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity for the periods then ended. There are no unconsolidated Subsidiaries of the Company for or any off-balance sheet arrangements of 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, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information type required to be stated therein; disclosed pursuant to Item 303(a)(4) of Regulation S-K promulgated under the Securities Act that have not been so described in the Company SEC Reports. (b) The Company has established and maintains a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the other preparation of financial statements in accordance with GAAP, including policies and statistical data with respect to procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries included or incorporated by reference Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in the Registration Statementaccordance with GAAP, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and presents fairly the information shown; there are no financial statements Company Board and (historical iii) provide assurance regarding prevention or pro forma) that are required to be included timely detection of unauthorized acquisition, use or incorporated by reference in disposition of the Registration Statement or the Prospectus that are not included or incorporated by reference as required; assets of the Company and its Subsidiaries. Neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm, has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal control over financial reporting utilized by the Company and its Subsidiaries, in each case which has not been subsequently remediated, or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company and its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries do not have is a party to any material liabilities joint venture, partnership agreement or obligations, direct or contingent any similar Contract (including any off-balance sheet obligations)Contract relating to any transaction, not arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the CommissionSection 303(a)(4) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, )) where the purpose or effect of such Contract is to avoid disclosure of any material transaction involving the extent applicable; the interactive data in eXtensible Business Reporting Language included Company or incorporated by reference any of its Subsidiaries in the Registration StatementCompany’s consolidated financial statements. (d) Section 3.10(d) of the Company Disclosure Letter sets forth a list of all Indebtedness of the Company and its Subsidiaries, in the Prospectus case of each clause in the definition thereof, greater than $100,000 (whether or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable theretonot contingent).

Company Financial Statements. (a) The consolidated historical financial statements and related notes of the Company and its Subsidiaries filed with the Company SEC Reports have complied or will comply, as the case may be, with the published rules and regulations of the SEC in effect at the time of filing with respect thereto included and each of such financial statements have been or incorporated by reference will be, as the case may be, prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the Registration Statementnotes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), the Prospectus or any Permitted Free Writing Prospectus comply and fairly present in all material respects with the applicable requirements of the Act and the Exchange Actrespects, or will present in all material respects, as applicablethe case may be, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such then ended. (b) The Company has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements have been prepared in conformity accordance with generally accepted accounting principles applied on a consistent basis throughout GAAP, including policies and procedures that (i) require the periods covered thereby, maintenance of records that in reasonable detail accurately and fairly reflect the supporting schedules included or incorporated by reference in transactions and dispositions of the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to assets of the Company and its Subsidiaries included or incorporated by reference Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in the Registration Statementaccordance with GAAP, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and presents fairly the information shown; there are no financial statements Company Board and (historical iii) provide reasonable assurance regarding prevention or pro forma) that are required to be included timely detection of unauthorized acquisition, use or incorporated by reference in disposition of the Registration Statement or the Prospectus that are not included or incorporated by reference as required; assets of the Company and its Subsidiaries. Neither the Company nor, to the Knowledge of the Company, the Company’s independent auditors, has identified or been made aware of (A) any significant deficiency or material weakness, in each case which has not been subsequently remediated, in the system of internal accounting controls utilized by the Company and its Subsidiaries, taken as a whole, or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company. (c) Neither the Company nor any of its Subsidiaries do not have is a party to, or has any material liabilities commitment to become a party to, any joint venture, partnership agreement or obligations, direct or contingent any similar Contract (including any off-balance sheet obligations)Contract relating to any transaction, not arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the CommissionSection 303(a)(4) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under of the Act, SEC)) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the extent applicable; the interactive data in eXtensible Business Reporting Language included Company or incorporated by reference any its Subsidiaries in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the CommissionCompany’s rules and guidelines applicable theretoconsolidated financial statements.

Company Financial Statements. (a) The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in and its Subsidiaries filed with the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus Company SEC Reports comply as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Act SEC with respect thereto, have been prepared in accordance with GAAP consistently applied during the periods and at the Exchange Act, dates involved (except as applicablemay be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared then ended, all in conformity accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered therebyGAAP, and the supporting schedules included or incorporated by reference subject, in the Registration Statement present fairly case of interim financial statements, to normal year-end adjustments. (b) The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a15 and 15d15 under the information required to be stated therein; Exchange Act. (c) The Company has established and maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a15 under the other financial and statistical data Exchange Act). (d) The Company is in compliance in all material respects with respect the provisions of Section 13(b) of the Exchange Act. Except as set forth in the Company SEC Reports or for events (or series of related matters) which are not material to the Company and its Subsidiaries included or incorporated by reference in the Registration Statementtaken as a whole, the Prospectus or any Permitted Free Writing Prospectus, other than information of since the Company’s tenantsproxy statement dated April 3, 2017, no event has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) occurred that are would be required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 reported pursuant to Item 10 404 of Regulation S-K under promulgated by the ActSEC. (e) Since the Company Balance Sheet Date, to the extent applicable; Knowledge of the interactive data in eXtensible Business Reporting Language included Company, neither the Company nor the Company’s independent auditors has identified or incorporated by reference been made aware of (A) any significant deficiency or material weakness in the Registration Statementsystem of internal accounting controls utilized by the Company and its Subsidiaries, in each case which has not been subsequently remediated, or (B) any fraud that involves the Prospectus Company’s management or any Permitted Free Writing Prospectus fairly present other employees who have a role in the information called for in all material respects preparation of financial statements or the internal accounting controls utilized by the Company and have been prepared in accordance with the Commission’s rules and guidelines applicable theretoits Subsidiaries.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act General Disclosure Package and the Exchange Act, as applicableFinal Prospectuses, and notes thereto, present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of consolidated subsidiaries at the dates indicated and the consolidated results statement of their operations and changes in their operations, comprehensive income, cash flows and in their stockholdersshareholders’ equity of the Company and its consolidated subsidiaries present fairly the results of operations for the periods specifiedspecified (subject, in the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto); and such consolidated financial statements have been prepared in conformity accordance 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, and involved (except as may be indicated in the supporting schedules notes thereto). The selected historical consolidated financial information included or incorporated by reference in the Registration Statement present Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information required to be stated therein; shown therein and has been compiled on a basis consistent with that of the other consolidated financial and statistical data with respect to the Company and its Subsidiaries statements included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package and the Final Prospectuses. There have been no changes in the consolidated assets or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records liabilities of the Company and its Subsidiaries and presents fairly from the information shown; there are no position thereof as set forth in the consolidated financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package or any Permitted Free Writing Prospectus fairly present the information called for Final Prospectuses, except changes arising from transactions in all the ordinary course of business which, in the aggregate, have not been material respects to the Company and have been prepared its subsidiaries (taken together as a single enterprise) and except changes that are disclosed in accordance with the Commission’s rules General Disclosure Package and guidelines applicable theretothe Final Prospectuses.

Company Financial Statements. The consolidated historical (1) As of their respective dates, the financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, Statement and the Prospectus or any Permitted Free Writing Prospectus comply (“Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Act and Commission with respect thereto as in effect at the Exchange Acttime of the filing. The Company Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved except: (i) as applicablemay be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, and to the extent they may not include footnotes or may be condensed or summary statements. (2) The Company Financial Statements fairly present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (as defined below) consolidated Subsidiaries, if any, as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared then ended (subject, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered therebycase of unaudited statements, and to normal year-end audit adjustments). (3) Except as expressly set forth in the supporting schedules included Company Financial Statements or incorporated by reference in the Registration Statement present fairly and the information Prospectus, the Company has no material liabilities, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2015; and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be stated therein; and the other reflected in such financial and statistical data with respect statements. (4) All information relating to or concerning the Company and its Subsidiaries included officers, directors, employees, customers or incorporated by reference clients (including, without limitation, all information regarding the Company’s internal financial accounting controls and procedures) set forth in the Registration Statement, Statement and the Prospectus or any Permitted Free Writing Prospectus, other than information when taken together as a whole, does not contain an untrue statement of material fact or omit to state any material fact necessary in order to make the statements made herein or therein, in light of the Company’s tenantscircumstances under which they were made, has been derived from the accounting records of not misleading. (5) Other than the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that Financial Statements, are required by the Securities Act to be included set forth or to be incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing 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 consolidated financial position of the Company and its Subsidiaries subsidiaries (as defined in Article XIV below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements or other pro forma financial data of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect to those assumptions. The pro forma financial statements or other pro forma financial data of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable accounting requirements of Regulation S-X under the Exchange Act. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Pricing Disclosure Package or the Prospectus under the Securities Act or the rules and regulations thereunder.

Company Financial Statements. The consolidated historical (1) As of their respective dates, the financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, Statement and the Prospectus or any Permitted Free Writing Prospectus comply ("Company Financial Statements") complied as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Act and Commission with respect thereto as in effect at the Exchange Acttime of the filing. The Company Financial Statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied, during the periods involved except: (i) as applicablemay be otherwise indicated in such financial statements or the notes thereto; or (ii) in the case of unaudited interim statements, and to the extent they may not include footnotes or may be condensed or summary statements. (2) The Company Financial Statements fairly present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (as defined below) consolidated Subsidiaries, if any, as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared then ended (subject, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered therebycase of unaudited statements, and to normal year-end audit adjustments). (3) Except as expressly set forth in the supporting schedules included Company Financial Statements or incorporated by reference in the Registration Statement present fairly and the information Prospectus, the Company has no material liabilities, contingent or otherwise, other than: (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2016; and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be stated therein; and the other reflected in such financial and statistical data with respect statements. (4) All information relating to or concerning the Company and its Subsidiaries included officers, directors, employees, customers or incorporated by reference clients (including, without limitation, all information regarding the Company’s internal financial accounting controls and procedures) set forth in the Registration Statement, Statement and the Prospectus or any Permitted Free Writing Prospectus, other than information when taken together as a whole, does not contain an untrue statement of material fact or omit to state any material fact necessary in order to make the statements made herein or therein, in light of the Company’s tenantscircumstances under which they were made, has been derived from the accounting records of not misleading. (5) Other than the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that Financial Statements, are required by the Securities Act to be included set forth or to be incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. The consolidated historical financial statements and related notes (i) Schedule 4(o) sets forth the Company Financial Statements. (ii) To the Knowledge of the Company thereto included or incorporated by reference Seller, except as set forth in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of Schedule 4(o): (A) the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been Financial Statements were prepared in conformity accordance with generally accepted accounting principles GAAP, applied on a consistent basis throughout the periods covered therebythereby (except as expressly set forth therein, except for the absence of footnotes and, in the Company Interim Financial Statements, normal year-end adjustments) and fairly present, in all material respects, the consolidated financial position and income, cash flows, and owners’ equity associated with the supporting schedules included or incorporated by reference in ownership and operation of the Registration Statement present fairly relevant Person as of the information dates and for the periods indicated; (B) such Company Financial Statements do not omit to state any liability required to be stated therein in accordance with GAAP (except as expressly set forth therein; and , except for the other financial and statistical data with respect to absence of footnotes and, in the Company and its Subsidiaries included Interim Financial Statements, normal year-end adjustments); (C) the relevant Person has no lease Obligations or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus contingent liabilities that are not included or incorporated by reference as required; disclosed in the Company Year-End Financial Statements that, if the Company Interim Financial Statements had contained footnotes, would have been required by GAAP to have been disclosed or reflected in such footnotes; and the Subsidiaries do not have (D) no relevant Person has any material liabilities or obligationsObligations that would be required under GAAP to be presented in its financial statements, direct or contingent except for (including any off-balance sheet obligations), not described x) Obligations included in the Registration Statement Financial Statements and not heretofore paid or discharged, (excluding y) Obligations that have arisen after the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference last day included in the Registration StatementCompany Interim Financial Statements in the Ordinary Course of Business, and (z) other Obligations that have arisen after such date that, individually or in the Prospectus aggregate, are not material and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations are of the Commission) comply with Regulation G of same character and nature as the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language Obligations included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable theretoCompany Financial Statements.

Company Financial Statements. (a) The financial statements, including the related consolidated historical financial statements and related notes schedules of investments, of the Company thereto and its Consolidated Subsidiaries included (or incorporated by reference reference) in the Registration StatementCompany SEC Reports (including the related notes, where applicable) and the Company Interim Financials (i) have been prepared from, and are in accordance with, in all material respects, the Prospectus or any Permitted Free Writing Prospectus comply books and records of the Company and its Consolidated Subsidiaries, (ii) fairly present in all material respects with the applicable requirements consolidated results of the Act operations, cash flows, changes in stockholders’ equity and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Consolidated Subsidiaries (as defined below) for the respective fiscal periods or as of the respective dates indicated therein set forth (subject in the case of unaudited statements and the consolidated results Company Interim Financials to recurring year-end audit adjustments normal in nature and amount), (iii) have complied as to form, as of their operations and changes respective dates of filing with the SEC or, in their cash flows and in their stockholders’ equity the case of the Company for Interim Financials, as of the periods specified; such financial statements date hereof, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (iv) have been prepared in conformity all material respects in accordance with generally accepted GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. As of the date hereof, the books and records of the Company and its Consolidated Subsidiaries have been maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. KPMG LLP has not resigned, threatened resignation or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles applied or practices, financial statement disclosure or auditing scope or procedure. (i) Neither the Company nor any of its Consolidated Subsidiaries has any material liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due), except for (A) in the case of the Company and its Consolidated Subsidiaries, liabilities that are reflected or reserved against on the consolidated balance sheet of the Company included in the Company Interim Financials, (B) liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2009 and (C) liabilities incurred since September 30, 2009 pursuant to Contracts entered into after September 30, 2009 not in violation of this Agreement (as if this Agreement was in effect on September 30, 2009). (ii) Other than as would not, individually or in the aggregate, reasonably be expected to have a consistent basis throughout Material Adverse Effect with respect to the periods covered therebyCompany, neither the Company nor any of its Consolidated Subsidiaries is a party to, and has no commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the supporting schedules included Company or incorporated by reference any of its Consolidated Subsidiaries, on the one hand, and any Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand) where the purpose or intended effect of such arrangement is to avoid disclosure of any material transaction involving the Company in the Registration Statement present fairly Company’s consolidated financial statements. (iii) None of the information Consolidated Subsidiaries of the Company is required to be stated therein; file any forms, reports, schedules, statements or other documents with the SEC. (c) Since January 1, 2008, (i) neither the Company nor any of its Consolidated Subsidiaries nor, to the knowledge of the Company, any director, officer, Employee, auditor, accountant or representative of the Company or any of its Consolidated Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Consolidated Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Consolidated Subsidiaries has engaged in questionable or illegal accounting or auditing practices or maintains inadequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the other Exchange Act), and (ii) no attorney representing the Company or any of its Consolidated Subsidiaries, whether or not employed by the Company or any of its Consolidated Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, Employees or agents to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company. (d) Neither the Company nor any of its Consolidated Subsidiaries is a party to any securitization transaction with respect to the assets of the Company or its Consolidated Subsidiaries or off-balance sheet arrangement with respect to the Company (as defined in Item 303(a)(4) of Regulation S-K promulgated under the Exchange Act). To the Company’s knowledge, since January 1, 2008, KPMG LLP, which has expressed its opinion with respect to the financial statements of the Company and statistical data its Consolidated Subsidiaries included in the Company SEC Reports (including the related notes), has been (i) “independent” with respect to the Company and its Consolidated Subsidiaries included or incorporated by reference within the meaning of Regulation S-X, and (ii) in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information compliance with subsections (g) through (l) of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G Section 10A of the Exchange Act and Item 10 the related rules of Regulation Sthe SEC and the Public Company Accounting Oversight Board. (e) The principal executive officer and principal financial officer of the Company have made all certifications required by, and would be able to make such certifications as of the date hereof and as of the Closing Date as if required to be made as of such dates, pursuant to Sections 302 and 906 of the Xxxxxxxx-K under Xxxxx Act and any related rules and regulations promulgated by the ActSEC, to and the extent applicable; statements contained in any such certifications are complete and correct, and the interactive data Company is otherwise in eXtensible Business Reporting Language included or incorporated by reference in compliance with all applicable effective provisions of the Registration Statement, Xxxxxxxx-Xxxxx Act and the Prospectus or any Permitted Free Writing Prospectus fairly present applicable listing standards and corporate governance rules of the information called for NYSE. (f) The Company has in all material respects respects: (i) designed and have been prepared maintained a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to allow the Company’s principal executive officer and principal financial officer to make the certifications required under the Exchange Act with respect to such reports; (ii) designed and maintained a system of internal controls over financial reporting sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the Commissionrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; the Company’s rules management, with the participation of the Company’s principal executive and guidelines applicable theretofinancial officers, has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting for the fiscal year ended December 31, 2008 in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act, and such assessment concluded that such internal controls were effective using the framework specified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008; (iii) (A) disclosed, based on its most recent evaluation, to its auditors and the Audit Committee of the Board of Directors of the Company (1) any significant deficiencies or material weaknesses (as defined in the relevant Statement of Auditing Standards) in the design or operation of the Company’s internal controls over financial reporting that could adversely affect its ability to record, process, summarize and report financial data and (2) any fraud, whether or not material, that involves management or other Employees who have a significant role in its internal controls over financial reporting and (B) identified for the Company’s auditors any material weaknesses in internal controls; and (iv) provided to Parent true and correct copies of any of the foregoing disclosures to its auditors or the Audit Committee of the Board of Directors of the Company that have been made in writing from January 1, 2008 through the date hereof, and will promptly provide to Parent true and correct copies of any such disclosures that are made after the date hereof.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing 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 consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or any Permitted Free Writing and the Base Prospectus comply in all material respects together with the applicable requirements related schedules and notes, as well as those financial statements, schedules and notes of any entity included in the Act Registration Statement, the Time of Sale Prospectus and the Exchange Act, as applicable, and Base Prospectus present fairly the consolidated financial position of the Company and its Subsidiaries (subsidiaries, or such other entity, as defined below) as of the case may be, at the dates indicated and the consolidated results statement of their operations and changes in their cash flows and in their operations, stockholders’ equity and 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, and involved; the supporting schedules schedules, if any, included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Base Prospectus present fairly in accordance with GAAP the information required to be stated therein; the selected financial data and the other summary financial and statistical data with respect to the Company and its Subsidiaries information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or any Permitted Free Writing Prospectus, other than information of and the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents Base Prospectus present fairly the information shown; there are no shown therein and have been compiled on a basis consistent with that of the audited financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Base Prospectus; and any Permitted Free Writing Prospectus, regarding “non-GAAP pro forma consolidated financial measures” (as such term is defined by the rules and regulations statements of the Commission) comply with Regulation G of Company and its subsidiaries and the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or any Permitted Free Writing and the Base Prospectus present fairly present the information called for in all material respects and 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.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration StatementStatement and the Prospectus, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects together with the applicable requirements related schedules and notes, as well as those financial statements, schedules and notes of any entity included in the 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 defined below) as of the case may be, at the dates indicated and the consolidated results statement of their operations operations, stockholders' equity and changes in their cash flows and in their stockholders’ equity 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, 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 selected financial data and the other summary financial and statistical data with respect to the Company and its Subsidiaries information included or incorporated by reference in the Registration Statement, Statement and the Prospectus or any Permitted Free Writing Prospectus, other than present fairly the information shown therein and have been compiled on a basis consistent with that of the Company’s tenants, has been derived from audited financial statements included in the accounting records Registration Statement and the Prospectus; and any pro forma consolidated financial statements of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be related notes thereto included or incorporated by reference in the Registration Statement or and the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus present fairly present the information called for in all material respects and shown therein, have been prepared in accordance with the Commission’s '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.

Company Financial Statements. (a) The consolidated historical financial statements and related notes of the Company thereto and its Subsidiaries included (or incorporated by reference reference) in the Registration StatementCompany SEC Reports (including the related notes, where applicable) (i) have been prepared from, and are based upon, the Prospectus or any Permitted Free Writing Prospectus comply books and records of the Company and its Subsidiaries, (ii) fairly present in all material respects with the applicable requirements consolidated results of the Act operations, cash flows, changes in stockholders’ equity and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) for the respective fiscal periods or as of the respective dates indicated therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and the consolidated results amount), (iii) complied as to form, as of their operations respective dates of filing with the SEC, in all material respects with applicable accounting requirements and changes in their cash flows and in their stockholders’ equity of with the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the applicable published rules and regulations of the CommissionSEC then in effect with respect thereto, and (iv) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the Commission’s rules and guidelines applicable periods involved, except, in each case, as indicated in such statements or in the notes thereto. (b) Except (i) for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (including any notes thereto), (ii) for liabilities incurred in the Ordinary Course of Business since December 31, 2009 or in connection with this Agreement and the transactions contemplated hereby or (iii) as set forth on Section 3.6(b) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any liability or obligation of any nature whatsoever (whether absolute, accrued, contingent, determined, determinable or otherwise and whether due or to become due) that, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect on the Company. (c) The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to provide reasonable assurance that material information relating to the Company, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. The disclosures made pursuant to Section 3.6(c)(ii) were made in writing by management to the Company’s auditors and audit committee, a copy of which has previously been made available to Parent. (d) Since December 31, 2009, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any of its Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices.

Company Financial Statements. The consolidated historical financial statements and related notes (a) Section 2.5(a) of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of Disclosure Schedule sets forth the Company’s tenants(i) consolidated unaudited balance sheet as of December 31, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company 2014 and the Subsidiaries do not have any material liabilities or obligationsrelated unaudited statements of operations and cash flows for the fiscal year then ended, direct or contingent (including any off-ii) consolidated unaudited balance sheet obligations)as of March 31, not described in 2015 (the Registration Statement “Balance Sheet”) and the related unaudited statement of operations and cash flows for the quarter then ended and (excluding iii) consolidated unaudited balance sheets as of March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014 and the exhibits thereto)related unaudited statement of operations for each quarter then ended (collectively, the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” Company Financials”). The Company Financials (as such term is defined by the rules and regulations of the CommissionA) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for are correct in all material respects and have been prepared in accordance with GAAP applied on a basis consistent throughout the Commissionperiods indicated and consistent with each other and (B) present fairly the financial condition and operating results of the Company as of the dates and during the periods indicated therein and any audit adjustments are reflected in the applicable period; provided that, in each case, the unaudited Company Financials may not contain footnotes and are subject to normal recurring and year-end adjustments that will not, individually or in the aggregate, be material to the Company and the Subsidiaries. (b) Except as set forth on Section 2.5(b) of the Disclosure Schedule, neither the Company or any of the Subsidiaries has any debts, liabilities or material obligations of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due (each, a “Liability”), that are material, either individually or collectively (whether or not AGREEMENT AND PLAN OF MERGER required to be reflected in financial statements in accordance with GAAP), which (i) have not been reflected in the Balance Sheet, (ii) have not arisen in the ordinary course of the Company’s rules and guidelines applicable theretoor the Subsidiaries’ business since the date of the Balance Sheet, consistent with past practices, or (iii) are not Transaction Expenses or obligations under this Agreement.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing 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 consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; the pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. The (a) Each of the consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in and its Subsidiaries filed with the Registration Statement, Company SEC Reports complied at the Prospectus or any Permitted Free Writing Prospectus comply time it was filed as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the Act SEC with respect thereto in effect at the time of such filing, have been (or will be with regard to Company SEC Reports to be filed) prepared in accordance with GAAP consistently applied during the periods and at the Exchange Act, dates involved (except as applicablemay be indicated in the notes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), and fairly present fairly in all material respects (or will present in all material respects with regard to Company SEC Reports to be filed) the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows for the periods then ended. (b) The Company has established and maintains, adheres to and enforces a system of internal accounting controls which are effective in their stockholders’ equity providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company for and, to the Company’s Knowledge, its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded, processed, summarized and reported within the time periods specified; such specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management as necessary to permit preparation of financial statements have been prepared in conformity accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered therebyGAAP, and that receipts and expenditures of the supporting schedules included or incorporated by reference Company and, to the Company’s Knowledge, its Subsidiaries are being made only in the Registration Statement present fairly the information required to be stated therein; accordance with appropriate authorizations of management and the other financial Company Board, and statistical data with respect (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and, to the Company’s Knowledge, its Subsidiaries. Neither the Company and its Subsidiaries included or incorporated by reference in nor, to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information Knowledge of the Company, any Company Subsidiary or the Company’s tenantsindependent auditors, has identified or been derived from made aware of (A) any significant deficiency or material weakness in the system of internal accounting records controls utilized by the Company and, to the Company’s Knowledge, its Subsidiaries, in each case which has not been subsequently remediated, or (B) any fraud that involves the Company’s executive management who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company and, to the Company’s Knowledge, its Subsidiaries. There are no internal investigations and, to the Company’s Knowledge, there are no SEC inquiries or investigations or other governmental inquiries or investigations pending or threatened in each case regarding any accounting practices of the Company and or, to the Company’s Knowledge, any of its Subsidiaries, any malfeasance by any director or executive officer of the Company in their capacity as a director or executive officer of the Company or, to the Company’s Knowledge, any of its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; any other actions of the Company and or, to the Company’s Knowledge, any of its Subsidiaries do not have or their respective Representatives relating to any material liabilities possible violation of any Law or obligationsOrder. (c) Neither the Company nor any of its Subsidiaries is a party to any joint venture, direct partnership agreement or contingent any similar Contract (including any off-balance sheet obligations)Contract relating to any transaction, not arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the CommissionSection 303(a)(4) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Exchange Act, )) where the purpose or effect of such Contract is to avoid disclosure of any material transaction involving the extent applicable; the interactive data in eXtensible Business Reporting Language included Company or incorporated by reference any its Subsidiaries in the Registration StatementCompany’s consolidated financial statements. (d) Section 3.7(d) of the Company Disclosure Letter lists, and the Prospectus Company has delivered to Parent, accurate and complete copies of the documentation creating or any Permitted Free Writing Prospectus fairly present governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K under the information called for in all material respects and have been prepared in accordance with Exchange Act) effected by the Commission’s rules and guidelines applicable theretoCompany since December 31, 2005.

Company Financial Statements. (a) The Company will use its commercially reasonable efforts to prepare and deliver to Parent, at Parent’s sole expense, no later than the Closing Date, (i) audited consolidated historical financial statements and related notes balance sheets of the Company thereto as of December 31, 2013 and December 31, 2012, and audited consolidated statements of income, cash flows and changes in stockholders’ equity of the Company for the years ended December 31, 2013 and 2012, with notes thereto; (ii) an unqualified report with respect to such audited financial statements by Ernst & Young LLP and a consent by Ernst & Young LLP to have such audited financial statements included in or incorporated by reference into Parent’s Securities Act and Exchange Act filings, which report and consent must be in form and substance reasonably satisfactory to Parent; and (iii) an unaudited consolidated balance sheet of the Registration StatementCompany as of the most recently-completed quarterly period and unaudited consolidated statements of income, cash flows and changes in stockholders’ equity of the Prospectus or any Permitted Free Writing Prospectus Company for the most recently completed quarterly period and equivalent prior-year period. The financial statements and report referred to in clauses (i), (ii) and (iii) must comply in all material respects with the applicable requirements for filing such financial statements on Form 8-K. For the avoidance of doubt, the failure of the Company to prepare and deliver any information or statement required by this Section 5.17 shall not give rise to a right to terminate this Agreement pursuant to Section 7.2(b) or a claim for indemnification pursuant to Section 8.1(b)(ii) if the Company has used commercially reasonable efforts to prepare such information or report. (b) Prior to the Closing, upon Parent’s request, the Company will cooperate with Parent to prepare, in a timely manner and at Parent’s sole expense, all other financial statements, business descriptions, risk factors, compensation data, ownership data and other information of the Company required for any SEC filing to be filed by Parent or that needs to be incorporated in any existing Parent SEC filings to make the information therein complete, including, to the extent required, pro forma financial statements that give effect to the transactions contemplated by this Agreement and a full description of the business of the Company and the Company Subsidiaries. (c) The Company will, contemporaneous with the delivery of the reports described in Section 5.16(a), provide Parent with a representation that the information provided by it for inclusion and/or incorporation into the Parent’s SEC filings will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (d) The Company will use its reasonable best efforts to cause, contemporaneous with the delivery of the consolidated financial statements described in Section 5.16(a), Ernst & Young LLP to make available to Parent and its Representatives the work papers generated in connection with such accounting firm’s audit of the audited consolidated financial statements delivered pursuant to Section 5.17(a). (e) Prior to the Closing, the Company will deliver to Parent the following financial information (the “Supplemental Financial Information”): (i) promptly after each fiscal quarter ending after the date hereof, the unaudited consolidated balance sheet of the Company as of the end of such quarter and the unaudited consolidated statements of income, stockholders’ equity and cash flows of the Company for such quarter and for the portion of the fiscal year then ended prepared in accordance with GAAP, and (ii) promptly upon the reasonable request by Parent, and at Parent’s sole expense, such additional financial information as may be required in connection with any filing by Parent pursuant to the requirements of the Act and the Exchange Actfederal or state securities laws. Such Supplemental Financial Information must present fairly, as applicablein all material respects, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated last day of the periods covered and the consolidated results of their operations operations, cash flows and changes in their cash flows and in their stockholders’ equity of the Company 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 therebycovered, and the supporting schedules included or incorporated by reference subject in the Registration Statement present fairly case of unaudited financials, to normal year-end adjustments. (f) The Company will provide Parent with written copies of all invoices for fees incurred in connection with the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information preparation of the Company’s tenants, has been derived from the accounting records of the Company materials in Sections 5.17(b) and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligationsc), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. (i) The Company has heretofore furnished to Purchaser complete and correct copies of the consolidated historical financial statements and related notes balance sheets of the Company thereto included or incorporated by reference in as of April 25, 1998, April 26, 1997 and April 30, 1996, and consolidated statements of income, consolidated statements of cash flow and consolidated statements of stockholders' equity for the Registration Statementyears ended April 25, 1998, April 26, 1997 and April 30, 1996, (such financial statements, including the notes thereto, the Prospectus or any Permitted Free Writing Prospectus comply "COMPANY FINANCIAL STATEMENTS"), together with the report of the Company's independent accountants thereon. The Company Financial Statements present fairly in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its consolidated Subsidiaries (as defined below) as of the dates indicated their respective dates, and each of the consolidated results statements of their operations income, consolidated statements of cash flow and changes consolidated statements of stockholders' equity included in their the Company Financial Statements (including any related notes and schedules) fairly presents in all material respects the income, cash flows and in their stockholders’ equity stockholders equity, as the case may be, of the Company and its consolidated Subsidiaries for the periods specified; such financial statements have been prepared set forth therein, in conformity each case in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference presented therein except as indicated in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data notes thereto. (ii) Except for matters disclosed on Schedule 2.01(h)(iv) with respect to balance sheet information only, the financial statements, including the unaudited consolidated balance sheet (the "BALANCE SHEET") and the unaudited consolidated statement of income, filed by the Company and in its Subsidiaries included or incorporated by reference in Quarterly Report on Form 10-Q for the Registration Statementperiod ended January 23, 1999 (the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has "UNAUDITED COMPANY FINANCIAL STATEMENTS") have been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for prepared in all material respects and have been prepared in accordance with GAAP consistently applied and on that basis fairly present the Commission’s rules consolidated financial condition and guidelines applicable theretoresults of operations of the Company as of the date thereof and for the period indicated, except that the Unaudited Company Financial Statements omit footnote disclosures required by GAAP and are subject to normal, recurring year-end closing and audit adjustments.

Company Financial Statements. (a) The consolidated historical financial statements and (including the related notes notes) of the Company thereto and its Subsidiaries included in or incorporated by reference into the Company SEC Reports have been prepared, or in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements case of the Act Company SEC Reports filed after the date of this Agreement, will be prepared, in accordance with GAAP consistently applied during the periods and at the Exchange Actdates involved (except as may be indicated in the notes thereto or, with respect to any unaudited interim financial statements, as applicablepermitted by the SEC’s rules and forms), and present fairly present, or in the case of the Company SEC Reports filed after the date of this Agreement, will fairly present, the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; set forth thereon (subject, in the case of unaudited interim financial statements, to normal year-end adjustments that will not be material in amount or effect). (b) The Company has established and maintains disclosure controls and procedures (as such financial statements terms are defined in Rule 13a-15 under the Exchange Act), which are reasonably designed to, and since the Applicable Date, have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered therebyreasonably designed to, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the ensure that information required to be stated therein; disclosed by the Company in the Company SEC Reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. (c) The Company has established and maintains a system of internal controls over financial reporting (as such term is defined in Rule 13a-15 under the Exchange Act), which are effective in providing reasonable assurance regarding the reliability of financial reporting and the other preparation of financial statements in accordance with GAAP, including policies and statistical data with respect to procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries included or incorporated by reference Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in the Registration Statementaccordance with GAAP, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of the Company’s management and presents fairly the information shown; there are no financial statements Company Board and (historical iii) provide assurance regarding prevention or pro forma) that are required to be included timely detection of unauthorized acquisition, use or incorporated by reference in disposition of the Registration Statement or the Prospectus that are not included or incorporated by reference as required; assets of the Company and its Subsidiaries. (d) Since the Applicable Date, neither the Company nor, to the Knowledge of the Company, the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal controls over financial reporting utilized by the Company and its Subsidiaries, in each case, which has not been subsequently remediated or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal controls over financial reporting utilized by the Company and its Subsidiaries. The Company has made available true, correct and complete summaries of any such disclosures made by the Company to the Company’s auditors or the Audit Committee. To the Knowledge of the Company, since the Applicable Date, no material complaints, allegations, assertion claims or notifications from any source regarding accounting, internal controls or auditing practices, procedures or methods, and no concerns from Employees regarding questionable accounting or auditing matters, have been received by the Company. (e) As of the date of this Agreement, to the Knowledge of the Company, since the Applicable Date, other than ordinary procedures carried out by the Company’s internal audit function, there has been no internal investigation of the Company or any of its Subsidiaries do not have regarding revenue recognition or other accounting or auditing issues discussed with, reviewed by or initiated at the direction of the chief executive officer, chief financial officer, general counsel or similar legal officer, the Company Board or any material liabilities committee thereof. (f) Neither the Company nor any of its Subsidiaries is a party to, or obligationshas any commitment to become a party to, direct any joint venture, partnership agreement or contingent any similar Contract (including any off-balance sheet obligations)Contract relating to any transaction, not arrangement or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the CommissionSection 303(a)(4) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, )) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the extent applicable; the interactive data in eXtensible Business Reporting Language included Company or incorporated by reference any of its Subsidiaries in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the CommissionCompany’s rules and guidelines applicable theretoconsolidated financial statements.

Company Financial Statements. The consolidated historical (a) As promptly as reasonably practicable following the date of this Agreement, and (in the case of Section 5.21(a)(i)) in any event no later than February 14, 2020, (i) the Company will furnish to Parent audited financial statements for the fiscal years ended March 31, 2018 and related notes 2019 for inclusion in the Proxy Statement and the Registration Statement (the “Company Audited Financial Statements”) and (ii) the Company will furnish to Parent unaudited interim financial statements for each interim period completed prior to Closing that would be required to be included in the Registration Statement or any periodic report due prior to the Closing if the Company were subject to the periodic reporting requirements under the Securities Act or the Exchange Act (the “Company Interim Financial Statements”). Each of the Company thereto included or incorporated by reference Audited Financial Statements and the Company Interim Financial Statements will be suitable for inclusion in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act Proxy Statement and the Exchange Act, as applicable, Registration Statement and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity accordance with generally accepted accounting principles GAAP as applied on a consistent basis throughout during the periods covered therebyinvolved (except in each case as described in the notes thereto) and on that basis will present fairly, in all material respects, the financial position and the results of operations, changes in stockholders’ equity, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records cash flows of the Company as of the dates of and its Subsidiaries and presents fairly for the information shown; there are no financial statements (historical or pro forma) that are required periods referred to be included or incorporated by reference in the Registration Statement Company Audited Financial Statements or the Prospectus that are not included or incorporated by reference Company Interim Financial Statements, as required; the case may be. (b) Prior to the Effective Time, the Company shall have prepared and delivered to Parent, and commenced implementation of, a compliance plan to ensure that, after the Subsidiaries do not have any material liabilities or obligationsEffective Time, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP Parent maintains a system of internal control over financial measures” reporting (as such term is defined by the rules in Rules 13a-15(f) and regulations of the Commission15d-15(f) comply with Regulation G of the Exchange Act Act) that is sufficient to provide reasonable assurance regarding the reliability of financial reporting and Item 10 the preparation of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called financial statements for in all material respects and have been prepared external purposes in accordance with GAAP and that otherwise complies with applicable Law (including the Commission’s requirements of the Exchange Act, the Securities Act and the Sxxxxxxx-Xxxxx Act and all regulations and guidance issued pursuant thereto) and Nasdaq rules and guidelines applicable theretoregulations.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing 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 consolidated financial position of the Company and its Subsidiaries subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements or other pro forma financial data of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect to those assumptions. The pro forma financial statements or other pro forma financial data of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable accounting requirements of Regulation S-X under the Exchange Act. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Pricing Disclosure Package or the Prospectus under the Securities Act or the rules and regulations thereunder.

Company Financial Statements. (i) The consolidated historical financial statements and (including, without limitation, any related notes and schedules) of the Company thereto included or incorporated by reference filed with the SEC Reports: (i) were prepared in accordance Regulation S-X under the Exchange Act and with GAAP (except as may be indicated in the Registration Statementnotes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q); (ii) complied, as of their respective date of filing with the Prospectus or any Permitted Free Writing Prospectus comply Commission in all material respects respects, with the applicable requirements published rules and regulations of the Act Commission with respect thereto; and (iii) fairly present, in all material respects, the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) on a consolidated basis as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such then ended (subject, in the case of the unaudited financial statements statements, to normal and recurring year-end and audit adjustments). Except as have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference described in the Registration Statement present fairly SEC Reports, there are no off-balance sheet arrangements of the type required to be disclosed pursuant to Instruction 8 to Item 303(b) of Regulation S-K. (ii) Except as is not required in reliance on exemptions from various reporting requirements by virtue of the Company’s status as a “smaller reporting company” within the meaning of the Exchange Act, at all times since October 20, 2023, the Company has established and maintained, “disclosure controls and procedures” and “internal control over financial reporting” (in each case as defined pursuant to Rule 13a-15 and Rule 15d-15 promulgated under the Exchange Act) that (i) are with respect to disclosure controls and procedures, reasonably designed to ensure that all material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that all such material information required to be stated therein; disclosed is accumulated and communicated to the other management of the Company to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial and statistical data officer of the Company to make the certifications required under the Exchange Act with respect to such reports, and (ii) with respect to internal control over financial reporting, sufficient in all material respects to provide reasonable assurance (A) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (B) that transactions are executed only in accordance with the Company authorization of management and its Subsidiaries included (C) regarding prevention or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information timely detection of the Company’s tenantsunauthorized acquisition, has been derived from use or disposition of the accounting records properties or assets of the Company and its Subsidiaries Atlas Brasil, in each case, that could have a material effect on the Company’s consolidated financial statements. (iii) The Company has established and presents fairly maintains a system of internal accounting controls that are effective in providing reasonable assurance regarding the information shown; there are no reliability of financial reporting and the preparation of financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with GAAP. Neither the CommissionCompany nor the Company’s rules and guidelines applicable theretoindependent registered public accounting firm, has identified or been made aware of: (i) any significant deficiency or material weakness in the system of internal control over financial reporting used by the Company on a consolidated basis that has not been subsequently remediated; or (ii) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Company on a consolidated basis. Since [October 20], 2023, neither the Company nor any director, officer, employee, auditor, accountant or representative of the Company or Atlas Brasil has received any written complaint, allegation, assertion, or claim (or otherwise has been informed) that the Company has engaged in improper or illegal accounting or auditing practices or maintains improper or inadequate internal accounting controls.

Company Financial Statements. The consolidated historical financial statements and related notes (a) Attached to Section 2.8(a) of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act Disclosure Schedule is a correct and the Exchange Act, as applicable, and present fairly the consolidated financial position complete copy of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Financials. The Company 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, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and Financials have been prepared in accordance with GAAP applied on a basis consistent throughout the Commissionperiods indicated (except as may be indicated in the notes thereto as made available to Parent prior to the date hereof, and, in the case of the Interim Financial Statements, subject to normal year-end adjustments, which adjustments will not be material in amount or significance, and, in the case of the Interim Financial Statements, the absence of notes). The Company Financials present fairly in all material respects the financial condition of the Company and the Company Subsidiaries, taken as a whole, as of the date thereof and the results of the operations of the Company and the Company Subsidiaries, taken as a whole, for the periods indicated therein, subject, in the case of the Interim Financial Statements, to normal year-end adjustments, which adjustments will not be material in amount or significance and except that the Interim Financial Statements may not contain footnotes. Since June 30, 2016, there has been no change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company and each Company Subsidiary. (b) The Company (i) maintains accurate books and records reflecting its assets and liabilities and (ii) for all periods reflected in the Company Financials, has maintained, enforced and complied with proper and adequate internal accounting controls to provide reasonable assurance that (A) transactions are (and have been) recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (B) access to its bank accounts is (and has been) permitted only in accordance with management’s rules authorization, (C) all material information related to breaches of such controls are (and guidelines applicable theretohas been) reported or otherwise made known to the Company’s chief executive officer and chief financial officer, and (D) all information required to be reported or reflected in the Company’s financial statements is (and has been) recorded, processed, summarized and timely reported to the appropriate members of the Company’s management, including its chief financial officer, and, for year-end audits, made available to the Company’s auditors. During the periods covered by the Company Financials, there has been (i) no significant change in the Company’s internal controls over financial reporting, (ii) no complaint, allegation, assertion or claim, whether written or oral, regarding any significant deficiency or material weakness in the design or operation of the Company’s internal controls over financial reporting which would be reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information during any of the periods covered by the Audited Financial Statements, and (iii) no fraud, whether or not material, involving any member of the Company Board or management or any other employee of the Company who has a significant role in the Company’s internal control over financial reporting. (c) All of the accounts receivable, whether billed or unbilled, of the Company (i) arose from bona fide transactions entered into by the Company involving the sale of goods or the rendering of services in the ordinary course of business, (ii) except as set forth in Section 2.8(c) of the Company Disclosure Schedule, are carried at values determined in accordance with GAAP consistently applied, (iii) are not subject to any valid set-off or counterclaims, (iv) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement and (v) to the knowledge of the Company, are collectible except to the extent of reserves therefor set forth in the Company Financials or, for receivables arising subsequent to June 30, 2016, as reflected on the Books and Records of the Company and the Company Subsidiaries (which receivables, except as set forth in Section 2.8(c) of the Company Disclosure Schedule, are recorded in accordance with GAAP consistently applied, subject to normal year-end adjustments and the absence of disclosures in footnotes). Except as set forth in Section 2.8(c) of the Company Disclosure Schedule, no Person has any Lien on any accounts receivable of the Company or any Company Subsidiary. (d) Section 2.8(d) of the Company Disclosure Schedule sets forth a true, complete and correct list of all Indebtedness of the Company and the Company Subsidiaries as of the date of this Agreement. No Indebtedness of the Company or any Company Subsidiary contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company or any Company Subsidiary, or (iii) the ability of the Company or any Company Subsidiary to grant any Lien on its properties or assets.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in into the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply Offering Memorandum present fairly in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of consolidated subsidiaries at the dates indicated specified and the consolidated results statements of their operations income and changes in their cash flows and in their stockholders’ equity of the Company 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 therebyinvolved, and the supporting schedules included or schedules, if any, to such financial statements incorporated by reference in the Registration Statement Offering Memorandum present fairly in all material respects in accordance with GAAP the information required to be stated therein; the selected financial information of the Company included in the Offering Memorandum presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the applicable financial statements incorporated by reference in the Offering Memorandum. No Material Changes. Since the respective dates as of which information is given in the Offering Memorandum, except as otherwise stated therein, (1) there has been no event or occurrence that would result in a Company Material Adverse Effect and (2) there have been no transactions entered into by the Company or any of its Subsidiaries, other financial and statistical data than those (A) conducted in the ordinary course of business, which are not material with respect to the Company and its Subsidiaries included considered as one enterprise or incorporated by reference (B) disclosed in the Registration StatementOffering Memorandum or otherwise to the applicable Initial Purchasers prior to the applicable Representation Date. Authorization of this Agreement and each applicable Funding Agreement. This Agreement has been, and each applicable Funding Agreement when issued will be, duly authorized, executed and delivered by the Prospectus or any Permitted Free Writing Prospectus, other than information Company and will be a valid and legally binding agreement of the Company’s tenants, has been derived from enforceable against the accounting records Company in accordance with its terms, except as enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law) and (B) with respect to Section 9, Section 10 and Section 16 of, and any provisions with respect to penalties or the forfeiture or waiver of rights in, this Agreement, limitations imposed by public policy. Absence of Defaults and Conflicts. Neither the Company nor any of its Subsidiaries is in violation of the provisions of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company and or any of its Subsidiaries is subject (collectively, "Company Agreements and presents fairly Instruments"), except for such defaults that would not, in the information shownaggregate, result in a Company Material Adverse Effect; there are no financial statements (historical the execution, delivery and performance of this Agreement, each applicable Funding Agreement and any other applicable agreement or pro forma) that are required instrument entered into or issued or to be included entered into or incorporated issued by reference the Company in connection with the transactions contemplated in the Registration Statement or Offering Memorandum, the Prospectus that are not included or incorporated consummation by reference as required; the Company of the transactions contemplated to be consummated by it in the Offering Memorandum and the Subsidiaries compliance by the Company with its obligations thereunder have been duly authorized by all necessary corporate action and do not have and to the best of its knowledge will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or event or condition which gives the holder of any material liabilities note, debenture or obligationsother evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, direct redemption or contingent (including repayment of all or a portion of such indebtedness by the Company or any off-balance sheet obligations)of its Subsidiaries under, not described or result in the Registration Statement (excluding creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the exhibits thereto)Company or any of its Subsidiaries pursuant to, the Prospectus any Company Agreements and any Permitted Free Writing Prospectus; and all disclosures contained Instruments, except for such conflicts, breaches or incorporated by reference defaults or liens, charges or encumbrances that, individually or in the Registration Statementaggregate, would not result in a Company Material Adverse Effect, nor will such action result in any violation of (i) the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations provisions of the Commission) comply with Regulation G charter, articles or by laws of the Exchange Act Company or any of its Subsidiaries (ii) or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their assets, properties or operations except for such violations that would not, individually or in the aggregate, have a Company Material Adverse Effect; provided, however, that each such law, statute, rule, regulation, judgment, order, writ or decree is in writing; provided, further, that the Company does not make any representations, warranties or covenants with respect to any insurance laws, regulations, rulings, policies and Item 10 of Regulation S-K under the Act, guidelines as they may apply to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration StatementNotes, the Prospectus any Funding Agreement or any Permitted Free Writing Prospectus fairly present Demand Note, or to any offer, issuance, distribution, purchase, sale, resale, transfer or assignment of the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable theretoNotes, any Funding Agreement or any Demand Note.

Company Financial Statements. The consolidated historical financial statements and related notes (a) Section 4.08(a) of the Company thereto included or incorporated by reference in Disclosure Letter sets forth true and complete copies of (i) the Registration Statementunaudited consolidated balance sheet of the Company (including the Company Subsidiaries and Katahdin) as of December 31, 2018 and December 31, 2017, and the related unaudited consolidated statements of operations and cash flows for the fiscal years then ended (such financial statements, the Prospectus or any Permitted Free Writing Prospectus comply “Annual Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company (including the Company Subsidiaries and Katahdin) as of September 30, 2019 (the “Interim Balance Sheet”), and the related unaudited consolidated statements of operations for the nine (9) months then ended (such financial statements, the “Interim Financial Statements”, and together with the Annual Financial Statements, the “Company Financial Statements”). The Company Financial Statements (A) fairly present in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated condition and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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 therebyoperations, 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 and statistical data and, with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration StatementAnnual Financial Statements only, the Prospectus or any Permitted Free Writing Prospectus, other than information cash flows of the Company’s tenants, has been derived from the accounting records Company Subsidiaries and Katahdin, as of the Company respective dates of, and its Subsidiaries and presents fairly for the information shown; there are no financial statements (historical or pro forma) that are required periods referred to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; in, the Company Financial Statements and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the CommissionB) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with GAAP, applied on a consistent basis during the Commission’s rules periods involved, except for the absence of footnotes and guidelines applicable theretoin the case of the Interim Financial Statements normal year-end adjustments which are not material in amount. (b) Except for those liabilities and obligations: (i) reserved against or provided for in the Interim Balance Sheet; (ii) incurred in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet; (iii) as contemplated by this Agreement or the Ancillary Agreements or otherwise incurred in connection with the Transaction; (iv) that have been discharged or paid prior to the date of this Agreement; or (v) that, individually or in the aggregate, have not had or would reasonably be expected to have a Company Material Adverse Effect, none of the Company or any Company Subsidiary is, as of the date hereof, subject to any liabilities or obligations of any nature, whether accrued, absolute, determined, determinable, fixed or contingent, that would be required to be recorded or reflected on a balance sheet in accordance with GAAP as of the date hereof. As of the date of this Agreement, none of the Company or any Company Subsidiary is a party to, and does not have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any Contract relating to any transaction or relationship between or among the Company and any of the Company Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements”, where the result, purpose or effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company Financial Statements.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Form 10, S-3 Registration StatementStatement and the Prospectus, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects together with the applicable requirements related schedules and notes, as well as those financial statements, schedules and notes of any entity included in the Act Form 10, S-3 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 defined below) as of the case may be, at the dates indicated and the consolidated results statement of their operations operations, stockholders' equity and changes in their cash flows and in their stockholders’ equity 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 therebyinvolved; the supporting schedules, if any, included in the Form 10, S-3 Registration Statement and the supporting schedules included or incorporated by reference in the Registration Statement Prospectus present fairly in accordance with GAAP the information required to be stated therein; the selected financial data and the other summary financial and statistical data with respect to the Company and its Subsidiaries information included or incorporated by reference in the Form 10, S-3 Registration Statement, Statement and the Prospectus or any Permitted Free Writing Prospectus, other than present fairly the information shown therein and have been compiled on a basis consistent with that of the Company’s tenantsaudited financial statements included in the Form 10, has been derived from S-3 Registration Statement and the accounting records Prospectus; and any pro forma consolidated financial statements of the Company and its Subsidiaries subsidiaries and presents the related notes thereto included in the Form 10, S-3 Registration Statement and the Prospectus present fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligationsshown therein, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s '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.

Company Financial Statements. The (a) Except to the extent updated, amended, restated or corrected by a subsequent Filed Company SEC Document, as of their respective dates of filing with the SEC, the consolidated historical financial statements and related notes of the Company thereto (including the related notes and schedules relating thereto) included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply Company SEC Documents (i) complied as to form in all material respects with all applicable accounting requirements and with the applicable requirements published rules and regulations of the Act SEC with respect thereto (except as permitted by the rules and regulations of the SEC), (ii) have been prepared in accordance with GAAP applied on a consistent basis in all material respects during the periods involved and the Exchange Act, Company’s normal accounting practices consistent with past practice in all material respects (except (A) as applicablemay be indicated in the notes thereto or (B) as permitted by Regulation S-X), and (iii) present fairly fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries (as defined below) as the Company Subsidiaries, and the results of their operations, stockholders’ equity and cash flows, for each of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared shown, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered therebyGAAP (subject, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly case of unaudited statements, to normal and recurring year-end adjustments and any other adjustments described therein, including the notes thereto). (b) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that all material information required to be stated therein; disclosed by the Company in the statements and reports that it files or furnishes under the other financial Exchange Act is recorded, processed, summarized and statistical data with respect reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company Company’s management as appropriate to allow timely decisions regarding required disclosure and its Subsidiaries included or incorporated by reference in to make the Registration Statement, certifications required pursuant to Sections 302 and 906 of the Prospectus or any Permitted Free Writing Prospectus, other than information Xxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s tenantsinternal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder for the years ended October 31, 2013, 2014 and 2015, and such assessment concluded that such controls were effective. Since October 31, 2013, neither the Company nor any Company Subsidiary or any of their respective directors or officers has been derived received from its auditors any written complaint, allegation, assertion or claim that the Company has engaged in improper accounting records practices that are material to the consolidated financial statements of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and Subsidiaries. (c) The Company is in compliance in all material respects with the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations provisions of Section 13(b) of the CommissionExchange Act. Neither the Company nor any Company Subsidiary has, and to the Knowledge of the Company, no director, officer, agent, employee or other Person acting on behalf of the Company or any Company Subsidiary has, in any respect, (i) comply with Regulation G used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act and or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the Filed Company SEC Documents, no event has occurred that would be required to be reported pursuant to Item 10 404 of Regulation S-K under promulgated by the ActSEC. (d) Since the Balance Sheet Date, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference Company does not have any Knowledge of (A) any material weakness in the Registration Statementsystem of internal accounting controls utilized by the Company and the Company Subsidiaries, or (B) any fraud that involves the Prospectus Company’s or any Permitted Free Writing Prospectus fairly present Company Subsidiary’s management or other employees who have a role in the information called for in all material respects preparation of financial statements or the internal accounting controls utilized by the Company and have been prepared in accordance with the Commission’s rules and guidelines applicable theretoCompany Subsidiaries.

Company Financial Statements. The consolidated historical financial statements and related notes (i) Schedule 4(o) sets forth the Company Financial Statements. (ii) To the Knowledge of the Company thereto included or incorporated by reference Seller, except as set forth in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of Schedule 4(o): (A) the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been Financial Statements were prepared in conformity accordance with generally accepted accounting principles FERC Accounting Principles, applied on a consistent basis throughout the periods covered therebythereby (except as expressly set forth therein, except for the absence of footnotes and, in the Company Interim Financial Statements, normal year-end adjustments) and fairly present, in all material respects, the consolidated financial position and income, cash flows, and owners’ equity associated with the supporting schedules included or incorporated by reference in ownership and operation of the Registration Statement present fairly relevant Person as of the information dates and for the periods indicated; (B) such Company Financial Statements do not omit to state any liability required to be stated therein in accordance with FERC Accounting Principles (except as expressly set forth therein; and , except for the other financial and statistical data with respect to absence of footnotes and, in the Company and its Subsidiaries included Interim Financial Statements, normal year-end adjustments); (C) the relevant Person has no lease Obligations or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus contingent liabilities that are not included or incorporated by reference as required; disclosed in the Company Year-End Financial Statements that, if the Company Interim Financial Statements had contained footnotes, would have been required by FERC Accounting Principles to have been disclosed or reflected in such footnotes; and the Subsidiaries do not have (D) no relevant Person has any material liabilities or obligationsObligations that would be required under FERC Accounting Principles to be presented in its financial statements, direct or contingent except for (including any off-balance sheet obligations), not described x) Obligations included in the Registration Statement Financial Statements and not heretofore paid or discharged, (excluding y) Obligations that have arisen after the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference last day included in the Registration StatementCompany Interim Financial Statements in the Ordinary Course of Business, and (z) other Obligations that have arisen after such date that, individually or in the Prospectus aggregate, are not material and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations are of the Commission) comply with Regulation G of same character and nature as the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language Obligations included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable theretoCompany Financial Statements.

Company Financial Statements. (a) The consolidated historical financial statements and related notes of the Company thereto and its Subsidiaries included or incorporated by reference in the Registration StatementCompany Reports filed with, or furnished to, the Prospectus or any Permitted Free Writing Prospectus SEC (the “Financial Statements”), comply as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Act SEC with respect thereto. The Financial Statements (i) have been prepared based on the books and records of the Company and the Exchange ActCompany’s Subsidiaries in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the notes thereto or as otherwise permitted), as applicable(ii) are complete and correct in all material respects, and (iii) fairly present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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 therebythen ended (subject, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required case of unaudited quarterly statements, to be stated therein; normal year-end adjustments). The books and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries Subsidiaries, all of which have been made available to Parent before the date hereof, are true and presents fairly complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the information shown; there are no transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company or the applicable Subsidiary of the Company. No financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; of any Person other than the Company and the Company’s Subsidiaries do not have any material liabilities or obligations, direct or contingent are required by GAAP to be included in the consolidated financial statements of the Company. (b) The Company and its Subsidiaries maintain disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to provide reasonable assurance that all information concerning the Company (including any off-balance sheet obligations), not described its Subsidiaries) that is required to be disclosed by the Company in the Registration Statement (excluding reports that it files or submits under the exhibits thereto)Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated on a timely basis to the individuals responsible for the preparation of the Company Reports filed with, or furnished to, the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” SEC. (c) The Company maintains a system of internal accounting controls (as such term is defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and preparation of financial statements for external purposes in accordance with GAAP, including those policies and procedures that provide reasonable assurance that: (i) receipts and expenditures are made in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) Since January 1, 2013, the Company’s principal executive officer and its principal financial officer have disclosed to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information of the Company and its Subsidiaries on a consolidated basis and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company and its Subsidiaries’ internal controls. The Company has made available to Parent a summary of any such disclosure made by the Company’s principal executive officer and its principal financial officer to the Company’s auditors and audit committee of the Company Board. The principal executive officer and the principal financial officer of the Company have made all certifications required by the Xxxxxxxx-Xxxxx Act, the Exchange Act and any related rules and regulations promulgated by the SEC with respect to the Company Reports filed with the SEC, and the statements contained in such certifications are complete and correct. The management of the Company has completed its assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act and Rule 13a-15(c) under the Exchange Act for the year ended December 31, 2016, and such assessment concluded that such controls were effective. To the Knowledge of the Company, there are no facts or circumstances that would or would be reasonably expected to prevent its chief executive officer and chief financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the CommissionXxxxxxxx-Xxxxx Act, without qualification, when next due. (e) comply with Regulation G No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Company’s chief legal counsel or chief executive officer evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents pursuant to Section 307 of the Exchange Xxxxxxxx-Xxxxx Act. The Company has made available to Parent copies of all material written correspondence sent to or received from the SEC by the Company or any of its Subsidiaries or their respective counsel or accountants since January 1, 2013. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company Reports filed with the SEC. There are no SEC inquiries or investigations, other governmental inquiries or investigations or internal investigations pending or to the Knowledge of the Company threatened, in each case regarding any accounting practice of the Company. The Company is in compliance in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and (ii) the applicable eligibility requirements of FINRA for quotation on the OTC Bulletin Board and with the corporate governance and other requirements of the ICL. Except as permitted by the Exchange Act, since the enactment of the Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Affiliates has made, renewed, arranged, modified (in any material way) or forgiven personal loans to any executive officer or director of the Company. (f) Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any director, officer, auditor or accountant of the Company or any of its Subsidiaries has received or otherwise has or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective disclosure controls and procedures or internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (g) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 10 303(a) of Regulation S-K under of the ActSEC)), where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Company’s Subsidiary’s published financial statements or any Company Reports filed with or furnished to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable theretoSEC.

Company Financial Statements. The (a) Each of the consolidated historical financial statements and related notes of the Company thereto included and its Subsidiaries (including the notes thereto) filed in or incorporated by reference into the Company SEC Reports complied, at the time it was so filed or incorporated, as to form in all material resects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared from the books and records of the Company in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the Registration Statementnotes thereto or as otherwise permitted by Form 10-Q with respect to any financial statements filed on Form 10-Q), the Prospectus or any Permitted Free Writing Prospectus comply and fairly presents in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their operations, stockholders’ equity and cash flows, on a consolidated basis, for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end adjustments). The Company Balance Sheet was prepared from the books and records of the Company for in accordance with GAAP consistently applied during the periods specified; such financial statements have been prepared and at the dates involved (except as may be indicated in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered therebynotes thereto), and fairly presents in all material respects the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other consolidated financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records position of the Company and its Subsidiaries as of AGREEMENT AND PLAN OF MERGER the date thereof. The Company Interim Balance Sheet was prepared by the Company’s management from the books and records of the Company in accordance with GAAP consistently applied (except as may be indicated in the notes thereto and subject to normal year-end adjustments) and fairly presents fairly in all material respects the information shownconsolidated financial position of the Company and its Subsidiaries as of the date thereof; there are no provided, however, that the Company Interim Balance Sheet: (i) does not contain footnotes; (ii) is subject to normal non-recurring end-of-period adjustments; (iii) is unaudited, unreviewed and uncompiled; and (iv) does not include or contemplate adjustments that would or might reasonably be expected to arise upon a formal closing of the Company’s books and records as of the end of a scheduled financial statements reporting period, consistent with past practice. (historical or pro formab) The Company maintains such “internal control over financial reporting” and such “disclosure controls and procedures” (as each such term is defined in Rule 13a-15 under the Exchange Act) that satisfy the requirements of Rule 13a-15 under the Exchange Act. Such disclosure controls and procedures are effective to ensure that all material information required to be included or incorporated disclosed by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in its Subsidiaries) is made known on a timely basis to the Registration Statement individuals responsible for the preparation of the Company SEC Reports. (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” c) The Company maintains a system of internal accounting controls (as such term is defined in Rule 13a-15 under the Exchange Act) sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (d) The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) any significant deficiencies in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and has identified for the Company’s auditors and audit committee of the Company Board any material weaknesses in internal control over financial reporting and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. To the Knowledge of the Company, since September 30, 2011, no material complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by the rules and regulations Company. (e) Since the enactment of the Commission) comply with Regulation G Xxxxxxxx-Xxxxx Act, neither the Company nor any of its Subsidiaries has made or permitted to remain outstanding any prohibited loans to any executive officer of the Company (as defined in Rule 3b-7 under the Exchange Act and Act) or director of the Company or any of its Subsidiaries. (f) Neither the Company nor any of its Subsidiaries has or is subject to any “off-balance sheet arrangement” (as defined in Item 10 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act), where the result, purpose or intended effect of such arrangement is to avoid disclosure of any transaction involving, or Liabilities of, the extent applicable; the interactive data in eXtensible Business Reporting Language included Company or incorporated by reference any of its Subsidiary’s in the Registration Statement, the Prospectus Company’s or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commissionsuch Subsidiary’s rules and guidelines applicable thereto.published financial statements or other Company SEC Report. AGREEMENT AND PLAN OF MERGER

Company Financial Statements. The consolidated historical audited financial statements for the Company as of and related notes for the years ended December 31, 2009, December 31, 2010 and December 31, 2011 and the unaudited financial statements for the six (6) months ended June 30, 2012, in each case provided to Parent prior to the date hereof, are herein referred to as the “Company Financial Statements” and the balance sheet of the Company thereto included or incorporated by reference in as of June 30, 2012 (the Registration Statement, “Balance Sheet Date”) is herein referred to as the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position “Company Balance Sheet”. Each of the Company and its Subsidiaries Financial Statements (as defined belowincluding, in each case, any related notes thereto): (i) was prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) as in effect on the date of the dates indicated and the consolidated results of their operations and changes such Company Financial Statements (or such other date as may be reflected in their cash flows and such Company Financial Statements), in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles each case applied on a consistent basis throughout the periods covered therebyinvolved (except as may be indicated in the notes thereto or, in the case of any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material); and (ii) fairly present, in all material respects, the financial position of the Company at the respective dates thereof and the supporting schedules included or incorporated by reference in results of operations and cash flows for the Registration Statement present fairly periods indicated, consistent with the information required to be stated therein; books and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company (except as may be indicated in the notes thereto or, in the case of any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and its Subsidiaries and presents fairly may be subject to potential year-end adjustments that are not expected, either individually or in the information shown; there are no aggregate, to be material). No financial statements (historical or pro forma) that of any Person other than the Company included in the Company Financial Statements are required by GAAP to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated Company Financial Statements. Except as required by reference as required; GAAP, the Company has not, between the last day of its most recently ended fiscal year and the Subsidiaries do not have date of this Agreement, made or adopted any material liabilities change in its accounting methods, practices or obligationspolicies in effect on such last day of its most recently ended fiscal year. The Company has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in an adjustment to, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto)restatement of, the Prospectus and Company Financial Statements. No current or former independent auditor for the Company has resigned or been dismissed from such capacity as a result of or in connection with any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance disagreement with the Commission’s rules and guidelines applicable theretoCompany on a matter of accounting practices.

Company Financial Statements. (a) The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference and its Subsidiaries filed with the Company SEC Reports have been prepared in accordance with GAAP consistently applied during the periods and at the dates involved (except as may be indicated in the Registration Statementnotes thereto or, with respect to any unaudited interim financial statements, as permitted by the Prospectus or any Permitted Free Writing Prospectus comply SEC’s rules and forms), and fairly present in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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 therebythen ended (subject, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required case of unaudited interim financial statements, to be stated therein; normal year-end adjustments). The books and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries have been, and presents fairly are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, and the information shown; there are no consolidated financial statements of the Company and its Subsidiaries filed with the Company SEC Reports have been prepared from, and are in accordance with, the books and records of the Company and its Subsidiaries. (historical or pro formab) The Company has established and maintains disclosure controls and procedures (as such terms are defined in Rule 13a-15 under the Exchange Act), which are reasonably designed to ensure that are (i) all information required to be included or incorporated disclosed by reference the Company in the Registration Statement Company SEC Reports that it files or submits under the Prospectus that are not included or incorporated by reference Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) all such information is accumulated and communicated to the Company’s management as required; appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports. (c) The Company has established and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP maintains a system of internal controls over financial measures” reporting (as such term is defined in Rule 13a-15 under the Exchange Act), which are effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Assets of the Company and its Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and the Company Board and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Assets of the Company and its Subsidiaries. (d) Since January 1, 2015, neither the Company nor the Company’s independent auditors has identified or been made aware of (A) any significant deficiency or any material weakness in the system of internal accounting controls utilized by the rules Company and regulations its Subsidiaries, or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the Commissioninternal accounting controls utilized by the Company and its Subsidiaries. (e) comply with Regulation G Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, partnership agreement or any similar Contract (including any Contract relating to any transaction, arrangement or relationship between or among the Exchange Act Company or any of its Subsidiaries, on the one hand, and Item 10 any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand (such as any arrangement described in Section 303(a)(4) of Regulation S-K under the Securities Act, )) where the purpose or effect of such arrangement is to avoid disclosure of any material transaction involving the extent applicable; the interactive data in eXtensible Business Reporting Language included Company or incorporated by reference any of its Subsidiaries in the Registration StatementCompany’s consolidated financial statements. (f) Since January 1, 2015, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for Company has been in compliance in all material respects and have been prepared in accordance with the Commission’s applicable listing and corporate governance rules and guidelines regulations of Nasdaq. (g) The Company and its Subsidiaries have in place a revenue recognition policy that is compliant in all material respects with GAAP, and as of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), the consolidated financial statements of the Company and its Subsidiaries filed with the Company SEC Reports complied in all material respects with the applicable theretorequirements of FASB ASC 606 – Revenue From Contracts With Customers.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing 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 consolidated financial position of the Company and its Subsidiaries subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained included or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect to those assumptions. The pro forma financial statements of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable accounting requirements of Regulation S-X under the Exchange Act. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Pricing Disclosure Package or the Prospectus under the Securities Act or the rules and regulations thereunder.

Company Financial Statements. (i) The consolidated historical Company shall prepare at its cost and expense, supply to the Parent for use in the Proxy Statement (to the extent determined necessary by the Parent) and Form 8-K (and any amendments thereto), to the extent required, and represent to the Parent, the accuracy and completeness of, GAAP audited financial statements and related notes of the Company thereto included on a consolidated basis (or incorporated by reference in the Registration Statementwhere applicable and allowed pursuant to applicable rules, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act assets and the Exchange Act, as applicable, and present fairly the consolidated financial position of operations then held by the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated historical balance sheet, results of their operations and changes in their operations, cash flows and in their stockholders’ equity statement relating thereto) for the prior two fiscal years before the filing date of the Company Proxy Statement (and any amendments thereto) and Closing Date, and interim unaudited (but GAAP auditor reviewed) financial statements for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout interim period(s) ending prior to the periods covered therebyfiling date of the Proxy Statement (and any amendment thereof) and Closing Date, and the supporting schedules included or incorporated by reference in the Registration form of and with such disclosures as are required by the Proxy Statement present fairly and Form 8-K rules and requirements and Regulation S-X (collectively, the information required to be stated therein; and the other financial and statistical data with respect “Company GAAP Financial Statements”). In addition to the Company and its Subsidiaries included or incorporated by reference in the Registration Statementabove, the Prospectus or any Permitted Free Writing Prospectus, Company shall assist the Parent in preparing pro forma financial information and such other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are disclosures as may be required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply SEC or which may be requested by the SEC from time to time in connection with Regulation G their review of the Exchange Act and Item 10 of Regulation SProxy Statement and/or Form 8-K (and any amendments thereof). Notwithstanding the above, the Company agrees to prepare and to supply the Parent with any and all financial statements (both audited and unaudited) as may be required by the SEC or requested or required by the SEC from time to time in connection with the SEC’s review of the Proxy Statement and Form 8-K (and any amendments thereof), and to promptly update and revise such financial statements from time to time based on comments received from the SEC on the Proxy Statement and Form 8-K (and any amendments thereof), and as such financial information becomes “stale” under the Act, applicable rules and regulations. (ii) The Company has made available to the extent applicable; Parent true and complete copies of (i) the interactive data Company’s unaudited balance sheet as of September 30, 2015 (the “Company Balance Sheet”), and the related unaudited statement of operations and statement of cash flows of the Company for the periods covered therein, and (ii) shall make available the Company’s audited balance sheets as of December 31, 2013 and December 31, 2014, and the related audited statements of operations and statements of cash flows of the Company for the periods covered therein (collectively, the “Company Financial Statements”). The Company Financial Statements (i) are consistent with, and have been prepared from, the books and records of the Company, and (ii) were prepared in eXtensible Business Reporting Language included accordance with GAAP applied on a consistent basis (except as may be indicated therein or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus notes thereto) and fairly present the information called for in all material respects the financial position of the Company as of the dates thereof and the results of operations and changes in financial position of the Company for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments). Since the date of the Company Balance Sheet, (a) except with respect to the transactions contemplated by this Agreement, the Company and each of its Subsidiaries has carried on and operated its businesses in all material respects in the ordinary course of business and (b) there have not been any changes, events, circumstances, developments or occurrences that would reasonably be expected to have a Material Adverse Effect on the Company. (iii) Since January 1, 2014, there have been prepared no formal internal investigations regarding financial reporting or accounting policies and practices discussed with, reviewed by or initiated at the direction of the chief executive officer or chief financial officer of the Company, the Board of Managers of the Company or any committee thereof. Except as set forth on Section 3(o) of the Company Disclosure Schedule since January 1, 2014, neither the Company nor its independent auditors have identified (i) any significant deficiency or material weakness in accordance with the Commissionsystem of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s rules and guidelines applicable theretomanagement or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or (iii) any Claim or allegation regarding any of the foregoing.

Company Financial Statements. The consolidated historical financial statements and related notes (a) Schedule 4.9(a) of the Company thereto included or incorporated by reference Disclosure Letter includes the Company Financial Statements. The Company Financial Statements: (a) are derived from and are in accordance with the Registration Statement, books and records of the Prospectus or any Permitted Free Writing Prospectus comply Group Companies; (b) fairly present in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position condition of the Company and its Subsidiaries (as defined below) as of at the dates therein indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company Group Companies for the periods therein specified; such financial statements and (c) have been prepared in conformity accordance with generally accepted accounting principles applied on a consistent basis throughout GAAP (except that the periods covered therebyunaudited Company Financial Statements do not have notes and are subject to normal recurring year-end adjustments, and the supporting schedules included effect of which are not, individually or incorporated by reference in the Registration Statement present fairly aggregate, material to the information Group Companies). Except for (i) Liabilities shown on the Company Balance Sheet, (ii) Liabilities that were incurred after the Balance Sheet Date in the Ordinary Course of Business, (iii) executory Liabilities expressly provided for in any of the Company’s Contracts that have been made available to Buyer and that are not required to be stated therein; reflected in the Company Financial Statements under GAAP, (iv) Liabilities incurred in connection with the negotiation, preparation or execution of this Agreement, which have been or will be taken into account in the calculation of Transaction Fees and (v) Liabilities identified in the Company Disclosure Letter, the Group Companies have no Liabilities, individually or in the aggregate, that are or could reasonably be expected to have a Material Adverse Effect. All reserves established by the Group Companies that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP. (b) Except as disclosed in Schedule 4.9(b) of the Company Disclosure Letter, the Company has established and maintains a system of internal control over financial reporting (within the meaning of Rules 13a-15(f) and 15d-15(f) of the Exchange Act) which is effective in providing reasonable assurance regarding the reliability of financial reporting and the other preparation of financial statements in accordance with GAAP, including policies and statistical data with respect to procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries included or incorporated by reference Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in the Registration Statementaccordance with GAAP, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records and that receipts and expenditures of the Company and its Subsidiaries are being made only in accordance with appropriate authorizations of management and presents fairly the information shown; there are no financial statements Board, and (historical iii) provide reasonable assurance regarding prevention or pro forma) that are required to be included timely detection of unauthorized acquisition, use or incorporated by reference in disposition of the Registration Statement or the Prospectus that are not included or incorporated by reference as required; assets of the Company and its Subsidiaries. The Company has disclosed to the Subsidiaries do Company’s outside auditors and Board (x) any Known significant deficiencies and Known material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. A summary of any of these disclosures made by management to the Company’s auditors and Board is set forth as Schedule 4.9(b) of the Company Disclosure Letter. Except as disclosed in Schedule 4.9(b) of the Company Disclosure Letter, the Company does not have any Knowledge of any “significant deficiencies” or “material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measuresweaknesses” (as such term is defined by the rules and regulations Public Company Accounting Oversight Board) in the design or operation of the CommissionCompany’s internal controls and procedures that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial data. (c) comply with Regulation G of the Exchange Act The Company has filed and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data published all its annual accounts in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance compliance with the Commission’s rules and guidelines applicable theretoLuxembourg Company Law.

Company Financial Statements. The consolidated historical financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses, together with the related schedules, if any, and notes thereto, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statement of operations, retained earnings and cash flows of the Company and its consolidated subsidiaries present fairly the results of operations for the periods specified (subject, in the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto); such consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and such consolidated financial statements have been reconciled to generally accepted accounting principles in the United States of America (“U.S. GAAP”) in accordance with Item 18 of Form 20-F under the 1934 Act. The selected consolidated financial information included in the Registration Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information shown therein and has been compiled on a basis consistent with that of the audited consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses. The pro forma consolidated financial statements and the related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act General Disclosure Package and the Exchange Act, as applicable, and Final Prospectuses present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements information shown therein, have been prepared in conformity accordance with generally accepted accounting principles applied the rules of the Qualifying Authorities with respect to pro forma consolidated financial statements and have been properly compiled on a consistent basis throughout the periods covered therebybases described therein, and the supporting schedules 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 selected pro forma consolidated financial information included or incorporated by reference in the Registration Statement present Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information required to be stated therein; shown therein and has been compiled on a basis consistent with that of the pro forma consolidated financial statements and the other financial and statistical data with respect to the Company and its Subsidiaries related notes included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package and the Final Prospectuses. There have been no changes in the consolidated assets or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records liabilities of the Company and its Subsidiaries and presents fairly from the information shown; there are no position thereof as set forth in the consolidated financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package or any Permitted Free Writing Prospectus fairly present the information called for Final Prospectuses, except changes arising from transactions in all the ordinary course of business which, in the aggregate, have not been material respects to the Company and have been prepared the Subsidiaries (as hereinafter defined) (taken together as a single enterprise) and except changes that are disclosed in accordance with the Commission’s rules General Disclosure Package and guidelines applicable theretothe Final Prospectuses.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing 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 consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. The consolidated historical (a) Section 2.7(a) of the Disclosure Schedule sets forth (i) the Company’s unaudited balance sheets as of December 31, 2007 and December 31, 2008, and the related unaudited statements of income for each fiscal year then ended and (ii) the Company’s unaudited balance sheets as of the end of each calendar month since December 31, 2008, and the related unaudited statement of income for each of the calendar months then ended, together with the equivalent financial statements and related notes in the prior fiscal year (all of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated foregoing financial position statements of the Company and its Subsidiaries (any notes thereto are hereinafter collectively referred to as defined below) as of the dates indicated “Financial Statements”). The Financial Statements are true and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for correct in all material respects and have been prepared in all material respects in accordance with GAAP consistently applied on a basis consistent throughout the Commissionperiods indicated and consistent with each other. The Financial Statements present fairly, in all material respects, the financial condition and Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s rules application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. operating results of the Company as of the dates and guidelines applicable theretoduring the periods indicated therein, subject to normal year-end adjustments in the case of interim Financial Statements, which are not material in amount. Caliper maintains with respect to the Company a standard system of accounting established and administered in accordance with GAAP. The Company’s unaudited consolidated balance sheet as of November 30, 2009, is referred to hereinafter as the “Current Balance Sheet.” (b) The Company maintains a system of internal accounting controls and procedures, which internal accounting controls and procedures are sufficient to provide reasonable assurance that (i) transactions by the Company are executed with management’s authorization, (ii) transactions by the Company are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets, (iii) access to assets of the Company is permitted only in accordance with management’s authorization, and (iv) the recorded accountability for assets of the Company is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Caliper has not identified or been made aware of (A) any significant deficiency or material weakness in the system of internal accounting controls utilized by it that may affect the Financial Statements, (B) any fraud, whether or not material, that involves the employees of the Company or (C) any claim or allegation regarding any of the foregoing.

Company Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses, together with the related schedules, if any, and notes thereto, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statement of operations, retained earnings and cash flows of the Company and its consolidated subsidiaries present fairly the results of operations for the periods specified (subject, in the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto); such consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and such consolidated financial statements have been reconciled to generally accepted accounting principles in the United States of America (“U.S. GAAP”) in accordance with Item 18 of Form 20-F under the 1934 Act. The selected historical consolidated financial information included in the Registration Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information shown therein and has been compiled on a basis consistent with that of the consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses. The pro forma consolidated financial statements and the related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act General Disclosure Package and the Exchange Act, as applicable, and Final Prospectuses present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements information shown therein, have been prepared in conformity accordance with generally accepted accounting principles applied the rules of the Qualifying Authorities with respect to pro forma consolidated financial statements and have been properly compiled on a consistent basis throughout the periods covered therebybases described therein, and the supporting schedules 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 selected pro forma consolidated financial information included or incorporated by reference in the Registration Statement present Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information required to be stated therein; shown therein and has been compiled on a basis consistent with that of the pro forma consolidated financial statements and the other financial and statistical data with respect to the Company and its Subsidiaries related notes included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package and the Final Prospectuses. There have been no changes in the consolidated assets or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records liabilities of the Company and its Subsidiaries and presents fairly from the information shown; there are no position thereof as set forth in the consolidated financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package or any Permitted Free Writing Prospectus fairly present the information called for Final Prospectuses, except changes arising from transactions in all the ordinary course of business which, in the aggregate, have not been material respects to the Company and have been prepared its subsidiaries (taken together as a single enterprise) and except changes that are disclosed in accordance with the Commission’s rules General Disclosure Package and guidelines applicable theretothe Final Prospectuses.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has have been derived from the accounting records of the Company and its Subsidiaries and presents present fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the its Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained included or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing 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 consolidated financial position of the Company and its Subsidiaries subsidiaries (as defined in Article XIV below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements or other pro forma financial data of the Company, if any, included or incorporated by reference in the Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect to those assumptions. The pro forma financial statements or other pro forma financial data of the Company, if any, included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable accounting requirements of Regulation S-X under the Exchange Act. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Pricing Disclosure Package or the Prospectus under the Securities Act or the rules and regulations thereunder.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or any Permitted Free Writing and the Base Prospectus comply in all material respects together with the applicable requirements related schedules and notes, as well as those financial statements, schedules and notes of any entity included in the Act Registration Statement, the Time of Sale Prospectus and the Exchange Act, as applicable, and Base Prospectus present fairly the consolidated financial position of the Company and its Subsidiaries (subsidiaries, or such other entity, as defined below) as of the case may be, at the dates indicated and the consolidated results statement of their operations operations, stockholders' equity and changes in their cash flows and in their stockholders’ equity 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, and involved; the supporting schedules schedules, if any, included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Base Prospectus present fairly in accordance with GAAP the information required to be stated therein; the selected financial data and the other summary financial and statistical data with respect to the Company and its Subsidiaries information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or any Permitted Free Writing Prospectus, other than information of and the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents Base Prospectus present fairly the information shown; there are no shown therein and have been compiled on a basis consistent with that of the audited financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Base Prospectus; and any Permitted Free Writing Prospectus, regarding “non-GAAP pro forma consolidated financial measures” (as such term is defined by the rules and regulations statements of the Commission) comply with Regulation G of Company and its subsidiaries and the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or any Permitted Free Writing and the Base Prospectus present fairly present the information called for in all material respects and shown therein, have been prepared in accordance with the Commission’s '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.

Company Financial Statements. The consolidated historical financial statements and related notes (a) Schedule 4.8 of the Company thereto included or incorporated by reference Disclosure Letter includes the Company Financial Statements. The Company Financial Statements: (i) are derived from and are in accordance with the Registration Statement, books and records of the Prospectus or any Permitted Free Writing Prospectus comply Company; (ii) fairly present in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position condition of the Company and its Subsidiaries (as defined below) as of at the dates therein indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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 therebytherein specified (subject, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required case of unaudited interim period financial statements, to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries included normal recurring year-end audit adjustments, none of which individually or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shownaggregate will be material in amount); there are no financial statements (historical or pro formaiii) that are required complied as to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for form in all material respects with applicable accounting requirements with respect thereto as of their respective dates; and (iv) have been prepared in accordance with GAAP applied on a basis consistent with prior periods (except that the Commissionunaudited financial statements do not have notes thereto). A true and complete description of all critical accounting policies used in preparing the Financial Statements will be set forth in the notes to the Company Audited Financial Statements. There will have been no change in the Company’s rules accounting policies other than as specifically described in the notes to the Audited Company Financial Statements. (b) The Company has no Liability, except for those (i) reserved on or reflected in the Company Balance Sheet; (ii) that were incurred after the Balance Sheet Date in the ordinary course of the Company’s business consistent with its past practices, that (A) are not in excess of $20,000 individually (excluding payroll obligations and guidelines applicable theretoMerger Expenses), and (B) do not result from any breach of Contract, tort or violation of law, and (C) could not be reasonably likely to have a Material Adverse Effect on the Company; (iii) not required to be set forth in the Company Balance Sheet under GAAP; or (iv) incurred in connection with the transactions contemplated hereby in the manner contemplated herein. Except for Liabilities reflected in the Company Financial Statements, the Company has no material off-balance sheet Liability to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by any of the Company. (c) The design or operation of the Company’s internal controls over financial reporting are sufficient in all material respects, in light of the size and scope of the Company’s operations, so as not to have adversely affected the Company’s ability to record, process, summarize and report financial data. There is no fraud in connection with the Company Financial Statements, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

Company Financial Statements. (a) The unaudited consolidated historical financial statements of the Company for the year ended December 31, 2020, have been made available to Parent. Such financial statements and the financial statements contained in the Company SEC Documents (including, in each case, any related notes of the Company thereto included or incorporated by reference in the Registration Statementand schedules thereto) (collectively, the Prospectus or any Permitted Free Writing Prospectus “Company Financial Statements”) comply as to form in all material respects with applicable accounting requirements and the applicable requirements published rules and regulations of the Act and the Exchange ActSEC with respect thereto, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods covered therebyinvolved and present fairly, in all material respects, the consolidated financial position and the consolidated results of operations, changes in stockholders’ equity and cash flows of the Company and the Company Subsidiaries as of the dates or for the periods presented therein (subject, in the case of unaudited statements contained in the Company SEC Documents, to normal and recurring year-end adjustments as permitted by GAAP and the applicable rule and regulations of the SEC). (b) The Company and the Company Subsidiaries have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), and the supporting schedules included there is no existing condition, situation or incorporated by reference set of circumstances that would reasonably be expected to result in any such liability or obligation, except liabilities or obligations that (i) are accrued or reserved against in the Registration Statement present fairly most recent Company Financial Statements included in the information required Company SEC Documents filed prior to be stated therein; the date hereof or are reflected in the notes thereto, (ii) are current liabilities incurred in the ordinary course of business consistent with past practice since the date of such Company Financial Statements and, individually and in the other financial and statistical data with respect aggregate, are not material to the Company and its Subsidiaries included the Company Subsidiaries, taken as a whole, (iii) are performance or incorporated by reference in compliance obligations under the Registration Statement, terms of any Contract to which the Prospectus Company or any Permitted Free Writing Prospectus, other than information of Company Subsidiary is a party or by which it is bound (and do not arise from any failure by the Company’s tenants, Company or any Company Subsidiary to perform or comply with such Contract) and that has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there made available to Parent or (iv) are no financial statements (historical or pro forma) that are required to be included or incorporated by reference incurred in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing 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 under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance connection with the Commission’s rules and guidelines applicable theretoTransactions.

Company Financial Statements. The (a) Except to the extent updated, amended, restated or corrected by a subsequent Filed Company SEC Document, as of their respective dates of filing with the SEC, the consolidated historical financial statements and related notes of the Company thereto (including the related notes and schedules relating thereto) included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply Company SEC Documents (i) complied as to form in all material respects with all applicable accounting requirements and with the applicable requirements published rules and regulations of the Act SEC with respect thereto (except as permitted by the rules and regulations of the SEC), (ii) have been prepared in accordance with GAAP applied on a consistent basis in all material respects during the periods involved and the Exchange Act, Company’s normal accounting practices consistent with past practice in all material respects (except (A) as applicablemay be indicated in the notes thereto or (B) as permitted by Regulation S-X), and (iii) present fairly fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated Company Subsidiaries, and the consolidated results of their operations and changes in their cash flows and in their operations, stockholders’ equity and cash flows, for each of the Company TABLE OF CONTENTS​ dates and for the periods specified; such financial statements have been prepared shown, in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered therebyGAAP (subject, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly case of unaudited statements, to normal and recurring year-end adjustments and any other adjustments described therein, including the notes thereto). (b) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that all material information required to be stated therein; disclosed by the Company in the statements and reports that it files or furnishes under the other financial Exchange Act is recorded, processed, summarized and statistical data with respect reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company Company’s management as appropriate to allow timely decisions regarding required disclosure and its Subsidiaries included or incorporated by reference in to make the Registration Statement, certifications required pursuant to Sections 302 and 906 of the Prospectus or any Permitted Free Writing Prospectus, other than information Xxxxxxxx-Xxxxx Act. The Company’s management has completed an assessment of the effectiveness of the Company’s tenantsinternal control over financial reporting in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder for the years ended October 31, 2013, 2014 and 2015, and such assessment concluded that such controls were effective. Since October 31, 2013, neither the Company nor any Company Subsidiary or any of their respective directors or officers has been derived received from its auditors any written complaint, allegation, assertion or claim that the Company has engaged in improper accounting records practices that are material to the consolidated financial statements of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and Subsidiaries. (c) The Company is in compliance in all material respects with the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations provisions of Section 13(b) of the CommissionExchange Act. Neither the Company nor any Company Subsidiary has, and to the Knowledge of the Company, no director, officer, agent, employee or other Person acting on behalf of the Company or any Company Subsidiary has, in any respect, (i) comply with Regulation G used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others or established or maintained any unlawful or unrecorded funds in violation of Section 30A of the Exchange Act and or (ii) accepted or received any unlawful contributions, payments, gifts or expenditures. Except as set forth in the Filed Company SEC Documents, no event has occurred that would be required to be reported pursuant to Item 10 404 of Regulation S-K under promulgated by the ActSEC. (d) Since the Balance Sheet Date, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference Company does not have any Knowledge of (A) any material weakness in the Registration Statementsystem of internal accounting controls utilized by the Company and the Company Subsidiaries, or (B) any fraud that involves the Prospectus Company’s or any Permitted Free Writing Prospectus fairly present Company Subsidiary’s management or other employees who have a role in the information called for in all material respects preparation of financial statements or the internal accounting controls utilized by the Company and have been prepared in accordance with the Commission’s rules and guidelines applicable theretoCompany Subsidiaries.

Company Financial Statements. (a) The consolidated historical financial Company has filed all forms, reports, statements, schedules, registration statements and related notes other documents required to be filed with the SEC since January 1, 2005 (the "SEC Documents"), each of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply which complied in all material respects with the applicable requirements of the Securities Act, and the rules and regulations promulgated thereunder, or the Exchange Act and the Exchange Actrules and regulations promulgated thereunder, each as applicablein effect on the date so filed. No Company subsidiary is required to file any form, report, statement, schedule, registration statement or other document with the SEC. No SEC Document, when filed (or, if amended or superseded by a filing prior to the Closing Date, on the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Each of the Company's audited and unaudited consolidated financial statements of (including any related notes thereto) included in the SEC Documents have been prepared in accordance with GAAP (as applied by the SEC), applied on a consistent basis during the relevant periods (except as may be disclosed in the notes thereto), and present fairly the consolidated financial position and consolidated results of operations and changes in cash flows of the Company and its Subsidiaries (as defined below) subsidiaries as of the respective dates indicated and or for the consolidated results of their operations and changes respective periods reflected therein, except, in their cash flows and in their stockholders’ equity the case of the Company unaudited interim financial statements, 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, normal 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 and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus recurring year-end adjustments that are not material. (c) Except as set forth in Schedule 3.5(c) and on the Company's balance sheet of as of December 31, 2005 included in the SEC Documents (the "Company's Latest Balance Sheet"), or incorporated by reference as required; in the notes thereto, the Company and the Subsidiaries do does not have any material liabilities liabilities, debts, claims or obligationsobligations of any nature (whether accrued, absolute, direct or indirect, contingent (including any off-balance sheet obligationsor otherwise, whether due or to become due), not described and there is no existing condition or set of circumstances which would reasonably be expected, individually or in the Registration Statement (excluding aggregate, to result in such a liability. All reserves shown in the exhibits thereto)Company's Latest Balance Sheet are appropriate, reasonable and sufficient to provide for losses thereby contemplated. Except as set forth in the Company's Latest Balance Sheet, the Prospectus and Company is not liable upon or with respect to, or obligated in any Permitted Free Writing Prospectus; and all disclosures contained other way to provide funds in respect of or incorporated by reference to guarantee or assume in the Registration Statementany manner, the Prospectus and any Permitted Free Writing Prospectusdebt, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations obligation or dividend of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Actany person, to the extent applicable; the interactive data in eXtensible Business Reporting Language included corporation, association, partnership, joint venture, trust or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable theretoother entity.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing 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 consolidated financial position of the Company and its Subsidiaries subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company 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, 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 and statistical data with respect to the Company and its Subsidiaries subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing 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 under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. (a) The financial statements, including the related consolidated historical financial statements and related notes schedules of investments, of the Company thereto and its Consolidated Subsidiaries included (or incorporated by reference reference) in the Registration StatementCompany SEC Reports (including the related notes, the Prospectus or any Permitted Free Writing Prospectus comply where applicable) (i) fairly present in all material respects with the applicable requirements consolidated results of the Act operations, cash flows, changes in net assets and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Consolidated Subsidiaries (as defined below) for the respective fiscal periods or as of the respective dates indicated therein set forth (except that unaudited statements may not contain notes and are subject to recurring year-end audit adjustments normal in nature and amount), (ii) to the consolidated results Company’s knowledge, have complied as to form, as of their operations respective dates of filing with the SEC, in all material respects with applicable accounting requirements and changes in their cash flows with the published rules and in their stockholders’ equity regulations of the Company for the periods specified; such financial statements SEC with respect thereto and (iii) have been prepared in conformity all material respects in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Xxxxx & Young LLP (“E&Y”) has not resigned, threatened resignation or been dismissed as the Company’s independent public accountant as a result of or in connection with any disagreements with the Company on a consistent basis throughout matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Except for (A) liabilities reflected or reserved against on the periods covered therebyconsolidated unaudited balance sheet of the Company as of June 30, 2023 included in the unaudited financial statements set forth in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2023 (the “Company Balance Sheet”), (B) liabilities incurred in the ordinary course of business since June 30, 2023, (C) liabilities incurred in connection with this Agreement and the supporting schedules included or incorporated by reference Transactions, (D) liabilities otherwise disclosed in the Registration Statement present fairly Company SEC Reports and (E) liabilities that would not, individually or in the information aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company, neither the Company nor any of its Consolidated Subsidiaries has any liabilities that would be required to be stated therein; reflected or reserved against in the Company Balance Sheet in accordance with GAAP. (c) Neither the Company nor any of its Consolidated Subsidiaries is a party to or has any commitment to become a party to any off-balance sheet joint venture, partnership or similar contract with any unconsolidated Affiliate or “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated under the Exchange Act). (d) Since the Applicable Date, (i) neither the Company nor any of its Consolidated Subsidiaries nor, to the knowledge of the Company, any director, officer, auditor, accountant or Representative of the Company or any of its Consolidated Subsidiaries has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Consolidated Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company or any of its Consolidated Subsidiaries has engaged in questionable or illegal accounting or auditing practices or maintains inadequate internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the other Exchange Act), and (ii) no attorney representing the Company or any of its Consolidated Subsidiaries, whether or not employed by the Company or any of its Consolidated Subsidiaries, has reported evidence of a material violation of securities laws, breach of duty or similar violation by the Company or any of its directors, officers or agents to the Company Board or any committee thereof or to any director or officer of the Company. (e) To the Company’s knowledge, since the Applicable Date, E&Y, which has expressed its opinion with respect to the financial statements of the Company and statistical data its Consolidated Subsidiaries included in the Company SEC Reports (including the related notes), has been (i) “independent” with respect to the Company and its Consolidated Subsidiaries included or incorporated by reference within the meaning of Regulation S-X, and (ii) in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information compliance with subsections (g) through (l) of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G Section 10A of the Exchange Act and Item 10 the related rules of Regulation Sthe SEC and the Public Company Accounting Oversight Board. (f) The principal executive officer and principal financial officer of the Company have made all certifications required by Sections 302 and 906 of the Xxxxxxxx-K under Xxxxx Act of 2002 and any related rules and regulations promulgated by the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration StatementSEC (collectively, the Prospectus or “Xxxxxxxx-Xxxxx Act”), and the statements contained in any Permitted Free Writing Prospectus fairly present such certifications are complete and correct, and the information called for Company is otherwise in compliance in all material respects with all applicable effective provisions of the Xxxxxxxx-Xxxxx Act. (g) The Company has in all material respects: (i) designed and have been prepared maintained a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to allow the Company’s principal executive officer and principal financial officer to make the certifications required under the Exchange Act with respect to such reports; (ii) designed and maintained a system of internal controls over financial reporting sufficient to provide reasonable assurance concerning the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization, (D) the Commissionrecorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (E) the Company’s rules management, with the participation of the Company’s principal executive and guidelines applicable theretofinancial officers, has completed an assessment of the effectiveness of the Company’s internal controls over financial reporting for the fiscal year ended December 31, 2022 in compliance with the requirements of Section 404 of the Xxxxxxxx-Xxxxx Act, and such assessment concluded that the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, using the framework specified in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022; and (iii) (A) disclosed, based on its most recent evaluation, to its auditors and the audit committee of the Company Board (1) any significant deficiencies or material weaknesses (as defined in the relevant Statement of Auditing Standards) in the design or operation of the Company’s internal controls over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial data and (2) any fraud, whether or not material, that involves management or other individuals who have a significant role in its internal controls over financial reporting and (B) identified for the Company’s auditors any material weaknesses in internal controls. (h) The fair market value of the Company’s investments as of June 30, 2023 (i) was determined in accordance with Accounting Standards Codification, “Fair Value Measurements and Disclosures (Topic 820)”, issued by the Financial Accounting Standards Board (“ASC Topic 820”) and (ii) reflects a reasonable estimate of the fair value of such investments as determined in good faith, in accordance with Rule 2a-5 under the Investment Company Act. (i) To the Company’s knowledge, there is no fraud or suspected fraud affecting the Company involving management of the Company who have significant roles in the Company’s internal control over financial reporting.