Common use of Financial Statements Clause in Contracts

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The consolidated financial statements of the Company and the financial statements of each entity acquired by the Company (each, an “Acquired Entity”) including the schedules and notes thereto, which have been filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and those included in the Prospectus present fairly in all material respects the financial position of the Company and Company, its consolidated subsidiaries and each such Acquired Entity, as applicable, as of the dates shown date indicated and their the results of their its operations, changes in stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each such Acquired Entity, as applicable, for the periods shown, and such specified; said financial statements have been prepared in conformity with the U.S. generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis or, if such entity is a foreign entity, such other accounting principles applicable to such foreign entity, (except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects related notes thereto) and has been prepared in accordance comply with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 requirements of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 X promulgated by the PCAOBCommission. KPMG LLP, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Time of Sale Prospectus Company and its subsidiaries, an independent accountant as required by the Securities Act and the Regulations and have been registered with the Public Company Accounting Oversight Board. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. The pro forma financial statements and the related notes thereto included in the Registration Statement 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. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States International Financial Reporting Standards (“U.S. GAAPIFRS”) as issued by the International Accounting Standards Board (the “IASB”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” “Selected Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with of the Commission as a part of Partnership included in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of the Company Partnership, the businesses acquired by the Partnership at the dates indicated and the results of operations, changes in partners’ capital/stockholders’ equity, as applicable, and cash flows of the Partnership and the businesses acquired by the Partnership for the periods specified; the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries as of (if any) at the dates shown indicated and their the results of their operations, changes in partners’ capital/stockholders’ equity (or other owners’) equity, as applicable, and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries, if any, for the periods shown, specified; and all such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) GAAP applied on a consistent basisbasis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language supporting schedules, if any, included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared present fairly, in accordance with GAAP, the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are information required to be included stated therein. The information in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Pre-Pricing Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Consolidated Historical Consolidated Financial and Other DataInformation” and “Selected Financial Data” presents fairly present the information set forth shown therein and has been compiled on a basis consistent with that of the related audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration StatementCommission, to the Time of Sale Prospectus and the Prospectusextent applicable.

Financial Statements. The financial statements filed with of the Commission as a part of Company included in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of at the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods shownspecified; the financial statements or segment financial information of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in stockholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries (if any) for the periods specified; and all such financial statements have or segment financial information has been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) GAAP applied on a consistent basisbasis throughout the periods involved and comply in all material respects with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, or the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules, if any, included in the Registration Statement present fairly in all material respects, in accordance with GAAP, the information required to be stated therein. The information in the Pre-Pricing Prospectus and the Prospectus under the caption “Selected Financial Data” presents fairly the information shown therein and has been compiled on a basis consistent with that of the audited financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements (if any) and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects 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. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects the required information called for and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The consolidated historical financial statements filed with the Commission as a part of the Registration StatementCompany and its consolidated subsidiaries incorporated by reference included in the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus Registration Statement present fairly fairly, in all material respects respects, the combined consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared indicated in conformity with U.S. GAAP. Additionally, the generally accepted accounting principles related financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. The consolidated historical financial statements of the Operating Partnership and its consolidated subsidiaries incorporated by reference in the United States (“Preliminary Prospectus, the Prospectus and the Registration Statement present fairly, in all material respects, the combined consolidated financial position of the Operating Partnership and its consolidated subsidiaries as of the dates and for the periods indicated in conformity with U.S. GAAP”) applied on . Additionally, the related financial statement schedules, when considered in relation to the basic financial statements taken as a consistent basiswhole, present fairly, in all material respects, the information set forth therein. The interactive selected financial data set forth in eXtensible Business Reporting Language included or “Part II, Item 6 - Selected Financial Data,” of the Company’s 2015 Annual Report incorporated by reference in the Registration Statement Statement, the Disclosure Package and the Prospectus, fairly presents present, on the basis stated therein, the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoincluded therein. No other 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 Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial Act or the Rules and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the ProspectusRegulations thereunder. All disclosures contained in the Registration Statement, any preliminary prospectus or the Disclosure Package and the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules Rules and regulations under the Securities Act and the Exchange ActRegulations) comply with Regulation G under of the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, Act to the Time of Sale Prospectus and the Prospectusextent applicable.

Financial Statements. The financial statements filed with the Commission as a part of and incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. The supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement presents fairly presents in all material respects the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or in the Annual Report, under the caption “Item 6. Selected Financial Data” and incorporated by reference in each of into the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The Company’s ratios of earnings to combined fixed charges and preferred stock dividends set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Stock Dividends” and in Exhibit 12.1 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, or in any document incorporated by reference therein, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shownspecified. The supporting schedules included in the Registration Statement present fairly, and such in all material respects, the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) and applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present presents, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained The Company’s ratios of earnings to fixed charges set forth in the Registration Statement, any preliminary prospectus or the Time of Sale Prospectus and the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Acthave been calculated in compliance with Item 503(d) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-S K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed of the Company, together with the Commission as a part of related notes thereto, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus comply in all material respects with the requirements of the Act and fairly present fairly in all material respects the financial position condition of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, operations and changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared therein specified in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) consistently applied on a consistent basis. The interactive data throughout the periods involved, except as otherwise disclosed in eXtensible Business Reporting Language the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; the supporting schedules included or incorporated by reference in the Registration Statement present fairly presents the information called for in all material respects the information required to be stated therein; all non-GAAP financial information included in the Registration Statement, the Time of Sale Disclosure Package and has the Prospectus complies in all material respects with the requirements of Regulation G and Item 10 of Regulation S-K under the Act; the pro forma financial information, together with the related notes thereto, set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus have been prepared in accordance with the Commissionapplicable requirements of the Act and the assumptions underlying such pro forma financial statements are reasonable and are set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; and, except as disclosed in the Time of Sale Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the Act, Item 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons, that may have a material current or, to the Company’s rules and guidelines applicable theretoknowledge, material future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Disclosure Package or the Prospectus. The KPMG LLP, which has expressed its opinion with respect to the financial data set forth or incorporated by reference in each statements and schedules filed as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained included in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All disclosures contained in , is (x) an independent public accounting firm within the Registration Statement, any preliminary prospectus or meaning of the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange ActRules and Regulations, (y) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated firm (as defined in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part Section 2(a)(12) of the Registration Statement, Xxxxxxxx-Xxxxx Act of 2002 (the Time “Xxxxxxxx-Xxxxx Act”)) and (z) not in violation of Sale Prospectus and the Prospectusauditor independence requirements of the Xxxxxxxx-Xxxxx Act.

Financial Statements. The financial statements filed with of the Commission as a part of Company included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of at the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods shownspecified; the financial statements of any other entities or businesses included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in stockholders’ (or other owners’) equity and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries (if any) for the periods specified; and all such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) GAAP applied on a consistent basisbasis throughout the periods involved and comply in all material respects with all applicable accounting requirements under the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules, if any, included or incorporated by reference in the Registration Statement present fairly in all material respects, in accordance with GAAP, the information required to be stated therein. All “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply with Item 10 of Regulation S-K of the Commission, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with statements, including the Commission as a part of notes thereto and supporting schedules (if any) included in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus Prospectus, fairly present fairly in all material respects the consolidated financial position of position, the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholdersshareholders’ equity and cash flows at the dates and for the periods shown, and such to which they apply. Such financial statements have been prepared in conformity with the accounting principles generally accepted accounting principles in the United States (“U.S. US GAAP”) applied on a consistent basis. The interactive data basis throughout the periods involved; provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in eXtensible Business Reporting Language the aggregate and do not contain all of the notes required by US GAAP and the supporting schedules, if any, included or incorporated by reference in the Registration Statement present fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretorequired to be stated therein. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package or the ProspectusProspectus under the Securities Act or the Securities Act Regulations. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Operating Data,” “Selected Consolidated Financial and Operating Data” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited consolidated financial statements contained in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus the Pricing Disclosure Package or the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the Securities Act and the Exchange Act) Commission), if any, comply in all material respects with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, as to the extent applicable. To The Registration Statement, the Pricing Disclosure Package and the Prospectus disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s knowledgefinancial condition, no person who has been suspended or barred from being associated with a registered public accounting firmresults of operations, liquidity, capital expenditures, capital resources, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated significant components of revenues or expenses. Except as disclosed in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, (a) since the date of the last balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the ordinary course of business, any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-term or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than those listed in Exhibit 21.1 to the Registration Statement.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States International Financial Reporting Standards (“U.S. GAAPIFRS”) as issued by the International Accounting Standards Board (“IASB”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto or as otherwise disclosed therein, and, in the information called for in all material respects case of audited, interim financial statements, subject to normal year-end audit adjustments and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoexclusion of certain footnotes. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other DataCapitalization” and “Selected Financial Data” fairly present fairly, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) Act comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The consolidated historical financial statements filed statements, together with the Commission as a part of related schedules (if any) and notes, included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries or the Company’s predecessor and its subsidiaries, as of applicable, at the dates shown indicated and their results the statements of their operations, changes in members’ equity and parent net investment, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries or the Company’s predecessor and its subsidiaries, as applicable, for the periods shownspecified; except as disclosed in such financial statements or the notes thereto in the Registration Statement, the General Disclosure Package and such the Prospectus, or elsewhere in the Registration Statement, the General Disclosure Package and the Prospectus, said financial statements have been prepared in conformity with the United States generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved. The supporting schedules, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects, and in accordance with GAAP (other than as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus), the information required to be stated therein. The selected financial data and the summary financial data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained or incorporated by reference in the Registration Statement, the General Disclosure Package or 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 1934 Act and Item 10(e) of Regulation S-K of the 1933 Act, to the extent applicable, in all material respects. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly presents in all material respects the information called for and have been prepared in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared prepared, in all material respects, in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with of the Commission as a part of Company included or incorporated by reference in the Registration Statement, the Time General Disclosure Package or the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of Sale Prospectus and the Prospectus any other entity included or incorporated by reference therein, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries subsidiaries, or such other entity, as of the case may be, at the dates shown indicated and their results the statement of their operations, changes in stockholders’ member’s equity and cash flows of the Company and its consolidated subsidiaries, or such other entity, as the case may be, for the periods shown, and such specified. Such financial statements have been prepared in conformity with the U.S. generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved. Except as otherwise included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, neither pro forma financial statements of the Company nor the financial statements of any entity other than the Company are required to be included in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. The supporting schedules, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared prepared, in all material respects, in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No Except for such requirements as have been waived in writing by the Commission, no other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus Statement or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 10(e) of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed of the Company or the Subsidiary, as the case may be, and their consolidated subsidiaries, together with the Commission as a part of related notes, set forth in the Registration Statement, the Time of Sale Disclosure Package and Prospectus and the Prospectus present fairly comply in all material respects with the requirements of the Act and fairly present the financial position condition of the Company or the Subsidiary, as the case may be, and its their consolidated subsidiaries as of the dates shown indicated and their the results of their operations, operations and changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared therein specified in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) consistently applied on a consistent basis. The interactive data in eXtensible Business Reporting Language throughout the periods involved; the supporting schedules included or incorporated by reference in the Registration Statement present fairly presents the information called for required to be stated therein; all non-GAAP financial information included in all material respects the Registration Statement, the Time of Sale Disclosure Package and has been prepared in accordance the Prospectus complies with the Commissionrequirements of Regulation G and Item 10 of Regulation S-K under the Act; and, except as disclosed in the Time of Sale Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the Act, Item 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons, that may have a material current or, to the Company’s rules and guidelines applicable theretoKnowledge, material future effect on the Company’s or the Subsidiary’s, as the case may be, financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Disclosure Package or the Prospectus. The Xxxx Xxxxx LLP, which has delivered its opinion with respect to the financial data set forth or incorporated by reference in each statements and schedules filed as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained included in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All disclosures contained in , is (x) an independent registered public accounting firm with respect to the Registration StatementCompany and the Subsidiary within the meaning of the Act, any preliminary prospectus or the Prospectus Rules and any free writing prospectus, that constitute non-GAAP financial measures (as defined by Regulations and within the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated adopted by the PCAOB, has participated Public Company Accounting Oversight Board (United States) and as defined in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part Section 2(a)(12) of the Registration Statement, Xxxxxxxx-Xxxxx Act of 2002 (the Time “Xxxxxxxx-Xxxxx Act”) and (y) not in violation of Sale Prospectus and the Prospectusauditor independence requirements of the Xxxxxxxx-Xxxxx Act.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their its operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto and except in the information called for in all material respects case of unaudited financial statements, which are subject to normal and has been prepared in accordance with recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” and “Selected Financial Data” and “Capitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”)) comply comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed statements, together with the Commission as a part of related notes, included in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the respective financial position positions of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows operations for the periods shownspecified; except as otherwise stated in the Registration Statement, and such the Pricing Disclosure Package or the Prospectus, as applicable, said financial statements have been prepared in conformity with the U.S. generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis; and the supporting schedule included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as applicable, presents fairly, in all material respects, the information required to be stated therein. The selected historical financial data and summary financial information, if any, included in each of the Prospectus and the Pricing Disclosure Package present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, except as otherwise disclosed. Except as set forth in the Pricing Disclosure Package and the Prospectus, respectively, the historical consolidated financial statements together with the notes thereto forming part of the Pricing Disclosure Package and the Prospectus comply as to form in all material respects with the requirements applicable to financial statements of the Company required to be included in registration statements on Form S-3 under the 1933 Act. The statistical and market-related data and forward-looking statements contained in the Pricing Disclosure Package and the Prospectus are based upon good faith estimates and assumptions believed by the Company and the Subsidiary Guarantors to be reasonable at the time made. All disclosures contained in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents present the information called for in all material respects and has have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The Borrower will furnish to the Administrative Agent and each Lender: (a) the audited consolidated financial statements filed with the Commission as a part of the Registration StatementGuarantor for each of its financial years ending after the Restatement Date; and (b) quarterly consolidated statements of the Guarantor for each quarter of each of their financial years ending after the Restatement Date. All financial statements must be supplied promptly after they are available and: (i) in the case of audited financial statements, within 180 days of the Time end of Sale Prospectus the relevant financial period; and (ii) in the Prospectus present case of quarterly financial statements, within 90 days of the end of the relevant financial period. The Borrower must ensure that each set of the financial statements supplied under this Agreement fairly represents in all material respects the financial position condition (consolidated or otherwise) of the Company Guarantor as at the date to which those financial statements were drawn up, subject, in the case of interim financial statements, to year-end adjustments and the absence of footnotes. The Borrower must notify the Administrative Agent of any change to the basis on which the Guarantor’s audited financial statements are prepared. If requested by the Administrative Agent, the Borrower must supply or procure that the following are supplied to the Administrative Agent: (A) a full description of any change notified above; and (B) sufficient information to enable the Lenders to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity delivered to the Administrative Agent and the Lenders under this Agreement. If requested by the Administrative Agent, the Guarantor must enter into discussions for a period of not more than thirty (30) days with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are view to agreeing to any amendments required to be included made to this Agreement to place the Administrative Agent and the Lenders in the Registration Statementsame position as it would have been in if the change had not happened. If no such agreement is reached on the required amendments to this Agreement, the Time of Sale Prospectus Borrower must ensure that the Guarantor’s or its auditors certify those amendments; the Prospectus. The financial data set forth or incorporated by reference in each certificate of the Registration Statementauditors will be, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statementabsence of manifest error, binding on all the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the ProspectusParties.

Financial Statements. The financial statements filed with statements, including the Commission as a part notes thereto and the supporting schedules, if any, of the Registration StatementCompany included in the Statutory Prospectus, the Time of Sale Prospectus and the Prospectus Registration Statement present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their condition, results of their operations, changes in stockholders’ equity and cash flows of the Company as of the dates and for the periods shownindicated, comply as to form with the applicable accounting requirements of the Act and such financial statements have been prepared in conformity with the generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). Such financial statements and supporting schedules, if any, have been prepared in conformity with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Statutory Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Statutory Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Statutory Prospectus and the Prospectus. All disclosures contained There are no pro forma or as adjusted financial statements that are required to be included in the Registration StatementStatutory Prospectus, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply Registration Statement in accordance with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, X that have not been included as applicableso required. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the Public Company Accounting Oversight Board (the “PCAOB”), has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Statutory Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the U.S. generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto and except in the information called for in all material respects case of unaudited financial statements, which are subject to normal and has been prepared in accordance with recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” “Selected Consolidated Financial Data” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited and, if applicable, unaudited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The (I) As soon as available and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Performance Guarantor, copies of the unaudited consolidated balance sheets of the Performance Guarantor and its consolidated subsidiaries, the related unaudited statements of cash flow for the Performance Guarantor and the related unaudited statements of earnings and stockholders’ equity of the Performance Guarantor, in each case for such fiscal quarter and for the period from the beginning of such fiscal year through the end of such fiscal quarter and certified by the chief financial statements filed officer or chief accounting officer of the Performance Guarantor, all of the foregoing to be prepared in accordance with GAAP applied consistently throughout the periods reflected therein (subject to normal year-end adjustments and with footnote disclosures); and (II) as soon as available and in any event within 95 days after the end of each fiscal year of the Performance Guarantor and the Originator, as applicable, beginning with the Commission as a part fiscal year ending on December 31, 2002, copies of (i) the consolidated balance sheet of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company Performance Guarantor and its consolidated subsidiaries as at the end of such fiscal year and the dates shown related statements of earnings and their results of their operations, changes in cash flows and stockholders’ equity of the Performance Guarantor and cash flows its consolidated subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the periods shown, preceding fiscal year and such financial statements have been prepared in conformity accordance with GAAP applied consistently throughout the generally accepted accounting principles periods reflected therein, certified by Deloitte & Touche (or such other independent certified public accountants of nationally recognized standing in the United States of America as shall be selected by the Performance Guarantor) and (“U.S. GAAP”ii) applied copies of the statements of earnings of the Originator on a consistent basis. The interactive data consolidated basis for such fiscal year, setting forth in eXtensible Business Reporting Language included each case in comparative form the corresponding figures for the preceding fiscal year and certified by the chief financial officer, chief accounting officer or incorporated by reference in controller of the Registration Statement fairly presents the information called for in all material respects Originator (it being understood and has been agreed that such statements of earnings will be prepared in accordance with the CommissionOriginator’s rules customary management accounting practices as in effect on the date hereof and guidelines applicable theretoneed not be prepared in accordance with GAAP). No other financial statements As long as the Performance Guarantor is required or supporting schedules are permitted to file reports under the Securities Exchange Act of 1934, as amended, a copy of its report on Form 10-K shall satisfy the requirements of Section 7.2(a)(II)(i) and a copy of its Form 10 or report on Form 10-Q shall satisfy the requirements of Section 7.2(a)(I). Information required to be included in delivered pursuant to this section shall be deemed to have been delivered on the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein date on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who which it has been suspended posted on (i) the Performance Guarantor’s website on the Internet or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus(ii) xxx.xxx/xxxxx/searchedgar/webusers.htm.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the combined financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements and notes have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Combined Financial and Other Data,” “Combined Selected Financial Data” and “Selected Financial DataCapitalization” fairly present fairly, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the rules and regulations under the Exchange Act) comply comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the U.S. generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with statements, including the Commission as a part of notes thereto and supporting schedules included in the Registration Statement, the Time of Sale Statutory Prospectus and the Prospectus fairly present fairly in all material respects the financial position and the results of operations of the Company and its consolidated subsidiaries as of at the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, to which they apply; and such financial statements have been prepared in conformity with the United States generally accepted accounting principles in the United States (“U.S. GAAP”) ), consistently applied on a consistent basis. The interactive data in eXtensible Business Reporting Language throughout the periods involved; and the supporting schedules included or incorporated by reference in the Registration Statement present fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretorequired to be stated therein. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Time of Sale Statutory Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Statutory Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial disclose all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that other relationships of the related audited Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. There are no pro forma or as adjusted financial statements contained which are required to be included in the Registration Statement, the Time Statutory Prospectus or the Prospectus in accordance with Regulation S-X of Sale Prospectus and the ProspectusRegulations which have not been included as so required. All disclosures contained Except as disclosed in the Registration Statement, any preliminary prospectus or the Statutory Prospectus and the Prospectus, (a) neither the Company nor any free writing prospectusof its direct and indirect subsidiaries, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended including each entity disclosed or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated described in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time Statutory Prospectus or the Prospectus as being a subsidiary of Sale Prospectus the Company (each a “Subsidiary” and together the Prospectus“Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock; (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries or any grants under any stock compensation plan and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements. The financial statements filed with the Commission and incorporated by reference as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus Prospectus, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—-Summary Historical Consolidated Financial and Other Data,” and “Selected Financial Data” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules statements or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shownspecified. The supporting schedules included in the Registration Statement present fairly, and such in all material respects, the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) and applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present presents, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed of the Company, together with the Commission as a part of related notes, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus present fairly comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations and fairly present the financial position condition of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, cash flows and changes in stockholders’ equity and cash flows for the periods shown, and such therein specified. The financial statements have been prepared of the Company, together with the related notes, set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus are in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) consistently applied on a consistent basisthroughout the periods involved. The interactive data in eXtensible Business Reporting Language supporting schedules of the Company included or incorporated by reference in the Registration Statement Statement, if any, present fairly presents the information called for required to be stated therein. All non-GAAP financial information included in all material respects the Registration Statement, the Time of Sale Disclosure Package and has been prepared in accordance the Prospectus complies with the Commissionrequirements of Regulation G and Item 10 of Regulation S-K under the Securities Act. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the Securities Act, Item 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons, that may have a material current or, to the Company’s rules and guidelines applicable theretoknowledge, material future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Disclosure Package or the Prospectus. The Squar Mxxxxx LLP (the “Auditor”), which has expressed its opinion with respect to the financial data set forth or incorporated by reference in each statements of the Company and related schedules filed as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained included in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All disclosures contained in , is (x) an independent registered public accounting firm within the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under meaning of the Securities Act and the Exchange ActSecurities Act Regulations, (y) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated firm (as defined in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part Section 2(a)(12) of the Registration Statement, Sxxxxxxx-Xxxxx Act of 2002 (the Time “Sxxxxxxx-Xxxxx Act”)) and (z) not in violation of Sale Prospectus and the Prospectusauditor independence requirements of the Sxxxxxxx-Xxxxx Act.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto and except in the information called for in all material respects case of unaudited financial statements, which are subject to normal and has been prepared in accordance with recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” and “Selected Financial Data” fairly and “Capitalization” present fairly, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the U.S. generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto and except in the information called for in all material respects case of unaudited financial statements, which are subject to normal and has been prepared in accordance with recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” “Selected Consolidated Financial Data” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited and, if applicable, unaudited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto and except in the information called for in all material respects case of unaudited financial statements, which are subject to normal and has been prepared in accordance with recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and caption “Selected Financial Data” fairly present presents, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. The supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” “Selected Historical Consolidated Financial Data” and “Selected Financial DataCapitalization” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States International Financial Reporting Standards (“U.S. GAAPIFRS”) as issued by the International Accounting Standards Board (“IASB”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” “Selected Consolidated Financial Data” and “Selected Financial DataCapitalization” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their its operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto and except unaudited financial statements, which are subject to normal year-end adjustment and do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present presents in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and each of its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Selected Historical Consolidated Financial and Other DataData of FuboTV Pre-Merger,” “Prospectus Summary—Selected Historical Financial Data of FaceBank Pre-Merger,” “Unadutied Pro Forma Combined Financial Information,” “Selected Historical Financial Data of FuboTV Pre-Merger,” “Selected Historical Financial Data of FaceBank Pre-Merger,” “Reconciliation of Non-GAAP Financial Measures,” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules statements or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed of the Company, together with the Commission as a part of related notes, set forth or incorporated by reference in the Registration Statement, Statement and included in the Time of Sale Prospectus and the Prospectus present fairly comply in all material respects with the requirements of the Securities Act and the Exchange Act and fairly present the financial position condition of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, operations and changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared therein specified in conformity with the generally accepted accounting principles consistently applied throughout the periods involved; and the supporting schedules included in the United States (“U.S. GAAP”) applied on a consistent basisRegistration Statement present fairly the information required to be stated therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with of the Commission as a part of Company included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects respects, the financial position condition, results of operations and cash flows of the Company and its consolidated subsidiaries, at the dates indicated and their respective statements of operations, shareholders’ equity and cash flows of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in compliance with the requirements of the Securities Act and the Exchange Act, as applicable, and in conformity with the accounting principles generally accepted accounting principles in the United States of America (“U.S. GAAP”) applied on a consistent basisbasis (except for such adjustments to accounting standards and practices as are noted therein) throughout the periods involved. Any selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus. The supporting schedules, if any, included therein present fairly, in all material respects, the information required to be stated therein. To the extent applicable, all disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with the Commission’s Regulation G and Item 10 of the Commission’s Regulation S-K, as applicable. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly presents the required information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shownspecified. The supporting schedules included in the Registration Statement present fairly, and such in all material respects, the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) and applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of included in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of the Company Partnership, NGL Supply, Inc., the businesses of HOH contributed to the Partnership, and the businesses of Xxxxxxx sold to the Partnership at the dates indicated and the results of operations, changes in partners’ capital/stockholders’ equity, as applicable, and cash flows of the Partnership, NGL Supply, Inc., the businesses of HOH contributed to the Partnership and the businesses of Xxxxxxx sold to the Partnership for the periods specified; the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries as of (if any) at the dates shown indicated and their the results of their operations, changes in partners’ capital/stockholders’ equity (or other owners’) equity, as applicable, and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries, if any, for the periods shown, specified; and all such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) GAAP applied on a consistent basisbasis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The interactive data in eXtensible Business Reporting Language supporting schedules, if any, included or incorporated by reference in the Registration Statement fairly presents present fairly, in accordance with GAAP, the information called for required to be stated therein. The information in all material respects the Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Unaudited Pro Forma Financial and Operating Data” and “Selected Historical and Unaudited Pro Forma Financial and Operating Data” presents fairly the information shown therein and has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other with respect to pro forma financial statements or supporting schedules are required to be included and have been properly compiled on the bases described therein, and the assumptions used in the Registration Statement, preparation thereof are reasonable and the Time of Sale Prospectus or adjustments used therein are appropriate to give effect to the Prospectus. The financial data set forth or incorporated by reference transactions and circumstances referred to therein; and the information appearing in each of the Registration Statement, the Time of Sale Pre-Pricing Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated and Unaudited Pro Forma Financial and Other Operating Data” and “Selected Historical and Unaudited Pro Forma Financial and Operating Data” presents fairly present the information set forth shown therein and has been compiled on a basis consistent with that of the related audited pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Commission), if any, contained in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration StatementCommission, to the Time of Sale Prospectus and the Prospectusextent applicable.

Financial Statements. The financial statements filed with the Commission as a part of of, or incorporated by reference in, the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States International Financial Reporting Standards (“U.S. GAAPIFRS”) as issued by the International Accounting Standards Board (“IASB”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretorelated notes thereto or as otherwise disclosed therein. No other financial statements or supporting schedules are required under applicable laws or regulations to be included in in, or incorporated by reference in, the Registration Statement, the Time of Sale Prospectus or Statement and the Prospectus. The financial data set forth in, or incorporated by reference in each of in, the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus Prospectus, as the case may be, under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other DataCapitalization” and “Selected Financial Data,” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All disclosures contained in or incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities 1933 Act and the Exchange Act0000 Xxx) comply in all material respects with Regulation G under the Exchange 1934 Act and Item 10 of Regulation S-K under the Securities 1933 Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules statements or other financial data filed with the Commission as a part of or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and caption “Selected Financial Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration StatementCompany included in the SEC Reports present fairly, the Time of Sale Prospectus and the Prospectus present fairly in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) ), applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain all footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Statement or the ProspectusProspectus Supplement. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus Supplement under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present presents, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus Statement and the ProspectusProspectus Supplement. All disclosures contained in the Registration Statement, any preliminary prospectus Statement or the Prospectus and any free writing prospectusSupplement, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledgeKnowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and the ProspectusProspectus Supplement.

Financial Statements. The financial statements filed with the Commission as a part of contained or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied GAAP”)applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP non‑GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed Within fifteen (15) days of Landlord’s request therefor (which request shall not be made more than once per calendar year, unless (i) Tenant is in default under this Lease past any applicable notice and cure period, or (ii) in connection with the Commission as a part sale or financing of the Registration StatementBuilding) shall furnish to Landlord an accurate, the Time up-to-date, audited if available, financial statement of Sale Prospectus Tenant and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shownGuarantor showing Tenant’s, and such each Guarantor’s, financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basiscondition. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related If no audited financial statements contained in the Registration Statementstatement is prepared, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined such statement will be certified by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 CFO or Treasurer of Regulation S-K under the Securities ActTenant or Guarantor, as applicable. To Unless public by other means, Landlord will maintain confidential such statement, except as required by as applicable law or court order; however Landlord may provide such statements to Landlord’s prospective and actual lenders and purchasers, and its and their accountants, attorneys and partners, as long as Landlord advises the Companyrecipients of the existence of Landlord’s knowledge, no person who has been suspended confidentiality obligation. So long as Tenant or barred from being associated with Guarantor is a registered publicly-traded company that makes public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated reports as required by the PCAOBSecurities and Exchange Commission, has participated those publicly-available reports shall satisfy all obligations of Tenant under this Section 8.18 with respect to Tenant or Guarantor, as applicable. Notwithstanding anything herein to the contrary, in or otherwise aided the preparation ofevent that Guarantor is no longer a publicly-traded company, or audited, the then Guarantor shall not be required to provide Landlord with financial statements, supporting schedules provided that Tenant furnishes Landlord with financial statements of Tenant in accordance with this Section 8.18 to the extent Tenant or other Guarantor prepares financial data filed with statements of Tenant in the Commission as a part of ordinary course. If Tenant or Guarantor does not prepare such statements in the Registration Statementordinary course, the Time of Sale Prospectus then Tenant shall provide to Landlord such information and the Prospectusdocumentation reasonably requested by Landlord to enable Landlord to evaluate Tenant’s finances.

Financial Statements. The financial Trustee shall furnish monthly audited statements filed with for each Trust to ZionSolutions not later than the Commission as a part 15th business day of the Registration Statementfollowing month. The statements shall show the financial condition of the Trust, including, without limitation, the Time market value of Sale Prospectus the assets, and the Prospectus present fairly in all material respects income and expenses of each Trust for the financial position period since the preceding statement. Any such statement may be approved by ZionSolutions with respect to the Trust(s) by written notice to the Trustee or by failure to object to such statement within 180 days after the date upon which such statement was delivered to ZionSolutions. The approval of any such statement shall constitute a full and complete discharge of the Company and its consolidated subsidiaries Trustee as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in to all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data matters set forth or incorporated by reference in each of the Registration Statementsuch statement; provided, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectushowever, that constitute non-GAAP financial measures (as defined by the rules and regulations under foregoing shall not relieve or absolve the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred Trustee from being any liability associated with a registered failure to perform its fiduciary responsibilities. The statements shall be audited upon direction of ZionSolutions with respect to the Trust(s) by independent certified public accounting firmaccountants, subject to the limitations contained in Section 4.9 hereof. In providing pricing or who has failed other Market Data in connection with this Agreement, the Trustee is authorized to comply use Data Providers to provide such Market Data. The Trustee may follow Authorized Instructions in providing pricing or other Market Data, even if such instructions direct the Trustee to override its usual procedures and Market Data sources. The Trustee shall be entitled to rely without inquiry on all Market Data (and all Authorized Instructions related to Market Data) provided to it, and the Trustee shall not be liable for any Losses incurred as a result of errors or omissions with respect to any sanction pursuant to Rule 5300 promulgated Market Data utilized by the PCAOBTrustee or ZionSolutions hereunder. ZionSolutions acknowledges that certain pricing or valuation information may be based on calculated amounts rather than actual market transactions and may not reflect actual market values, has participated in or otherwise aided and that the preparation of, or audited, variance between such calculated amounts and actual market values may be material. Market Data may be the financial statements, supporting schedules or other financial data filed with the Commission as a part intellectual property of the Registration StatementData Providers, which may impose additional terms and conditions upon ZionSolutions’s use of the Time of Sale Prospectus Market Data. The additional terms and conditions can be found on the ProspectusData Terms Website.

Financial Statements. The financial statements filed with the Commission and included as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements of the Company filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” and “Selected Financial Data,” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained or incorporated by reference in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries Subsidiaries (as defined below) as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shownspecified. The supporting schedules included in the Registration Statement present fairly, and such in all material respects, the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) and applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus General Disclosure Package or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities 1933 Act and the Exchange Act0000 Xxx) comply in all material respects with Regulation G under the Exchange 1934 Act and Item 10 of Regulation S-K under the Securities 1933 Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries on the basis stated as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Operating Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus and the books and records of the Company. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States International Financial Reporting Standards (“U.S. GAAPIFRS”) as issued by the International Accounting Standards Board (“IASB”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto or as otherwise disclosed therein, and, in the information called for in all material respects case of audited, interim financial statements, subject to normal year-end audit adjustments and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoexclusion of certain footnotes. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other DataCapitalization” and “Selected Financial Data” fairly present fairly, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” “Selected Consolidated Financial Data” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules statements or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with statements, including the Commission as a part of notes thereto, and the supporting schedules included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position as of the dates indicated and the cash flows and results of operations for the periods specified of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such Subsidiaries; said financial statements have been prepared in conformity with the United States generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved; and the supporting schedules, if any, included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein. No other historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus by the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder. The other financial and statistical information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the information included therein and have been prepared on a basis consistent with that of the financial statements that are included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus and the books and records of the respective entities presented therein. All disclosures contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoapplicable. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Supplement—Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All Any disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) Act comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with included or incorporated by reference in each of the Commission as a part of Pre-Effective Registration Statement, the Registration Statement, the Time of Sale Preliminary Prospectus and the Prospectus Prospectus, together with the related schedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position of the Company and its consolidated wholly-owned direct and indirect subsidiaries (collectively, the “Subsidiaries” and each, a “Subsidiary”) as of the dates shown and their results the statement of their operations, changes in stockholdersshareholders’ equity and cash flows of the Company and its Subsidiaries for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods covered thereby except for any normal year end adjustments in the Company’s quarterly financial statements or as may be expressly stated in the notes thereto. The interactive data in eXtensible Business Reporting Language other financial information included or incorporated by reference in each of the Pre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Company and its Subsidiaries present fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoinformation shown thereby. No other Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in each of the Pre-Effective Registration Statement, the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial Securities Act or the rules and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectusregulations promulgated thereunder. All disclosures contained in the Pre-Effective Registration Statement, any preliminary prospectus or the Registration Statement, the Preliminary Prospectus and the Prospectus and any free writing prospectus, that constitute regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the Securities Act and the Exchange ActCommission) comply in all material respects with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, as to the extent applicable. To Nothing has come to the Company’s knowledgeattention of the Company that has caused the Company to believe that the statistical, no person who has been suspended industry-related and market-related data included or barred from being associated with a registered public accounting firmincorporated by reference in each of the Pre-Effective Registration Statement, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Preliminary Prospectus and the ProspectusProspectus are not based on or derived from sources which the Company reasonably and in good faith believes to be reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States International Financial Reporting Standards (“U.S. GAAPIFRS”) as issued by the International Accounting Standards Board (“IASB”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto or as otherwise disclosed therein, and, in the information called for in all material respects case of audited, interim financial statements, subject to normal year-end audit adjustments and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoexclusion of certain footnotes. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Consolidated Historical and other Financial Information,” “Selected Consolidated Financial and Other DataInformation” and “Selected Financial DataCapitalization” fairly present fairly, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents presents, in all material respects, the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed of the Company, together with the Commission as a part of related schedules and notes thereto, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects in accordance with generally accepted accounting principles as in effect in the United States (“GAAP”) (i) the financial position condition of the Company and its consolidated subsidiaries the Subsidiaries, taken as a whole, as of the dates shown indicated and their (ii) the consolidated results of their operations, changes in stockholdersshareholders’ equity and changes in cash flows of the Company and the Subsidiaries, taken as a whole, for the periods shown, therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with GAAP, consistently applied throughout the generally accepted accounting principles periods involved (except as otherwise stated therein and subject, in the United States case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments). There are no other financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Disclosure Package and the Prospectus; and the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement, the Disclosure Package and the Prospectus; and all disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus regarding “U.S. GAAP”non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply in all material respects with Regulation G of the Exchange Act and Item 10(e) applied on a consistent basisof Regulation S-K of the Commission, to the extent applicable, and present fairly the information shown therein and the Company’s basis for using such measures. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the U.S. generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Selected Financial and Other Data” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their its operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto and except unaudited financial statements, which are subject to normal year-end adjustment and do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present presents in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of or incorporated within the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States International Financial Reporting Standards (“U.S. GAAPIFRS”) as issued by the International Accounting Standards Board (“IASB”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto or as otherwise disclosed therein, and, in the information called for in all material respects case of audited, interim financial statements, subject to normal year-end audit adjustments and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoexclusion of certain footnotes. No other financial statements or supporting schedules are required to be included in or incorporated in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus. The financial data set forth in or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and caption “Selected Financial Data” fairly present fairly, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in, incorporated or deemed to be incorporated in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, prospectus that constitute non-non GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus.

Financial Statements. The (I) As soon as available and in any event within 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Performance Guarantor, copies of the unaudited consolidated balance sheets of the Performance Guarantor and its consolidated subsidiaries, the related unaudited statements of cash flow for the Performance Guarantor and the related unaudited statements of earnings and stockholders’ equity of the Performance Guarantor, in each case for such fiscal quarter and for the period from the beginning of such fiscal year through the end of such fiscal quarter and certified by the chief financial statements filed officer or chief accounting officer of the Performance Guarantor, all of the foregoing to be prepared in accordance with GAAP applied consistently throughout the periods reflected therein (subject to normal year-end adjustments and with footnote disclosures); and (II) as soon as available and in any event within 95 days after the end of each fiscal year of the Performance Guarantor and the Originator, as applicable, beginning with the Commission as a part fiscal year ending on December 31, 2002, copies of (i) the consolidated balance sheet of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company Performance Guarantor and its consolidated subsidiaries as at the end of such fiscal year and the dates shown related statements of earnings and their results of their operations, changes in cash flows and stockholders’ equity of the Performance Guarantor and cash flows its consolidated subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the periods shown, preceding fiscal year and such financial statements have been prepared in conformity accordance with GAAP applied consistently throughout the generally accepted accounting principles periods reflected therein, certified by Deloitte & Touche (or such other independent certified public accountants of nationally recognized standing in the United States of America as shall be selected by the Performance Guarantor) and (“U.S. GAAP”ii) applied copies of the statements of earnings of the Originator on a consistent basis. The interactive data consolidated basis for such fiscal year, setting forth in eXtensible Business Reporting Language included each case in comparative form the corresponding figures for the preceding fiscal year and certified by the chief financial officer, chief accounting officer or incorporated by reference in controller of the Registration Statement fairly presents the information called for in all material respects Originator (it being understood and has been agreed that such statements of earnings will be prepared in accordance with the CommissionOriginator’s rules customary management accounting practices as in effect on the date hereof and guidelines applicable thereto. No other financial statements or supporting schedules are required to need not be included prepared in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent accordance with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.GAAP);

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”a) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with Seller acknowledges that of the related full carve out audited financial statements contained in are not available for the Registration Statement, the Time subject properties and that full carve out financial statements are impracticable for Seller to prepare. Seller will deliver a letter to Buyer at closing stating that full carve out audited financial statements are not available and are impracticable for Seller to prepare. Seller will prepare statements of Sale Prospectus revenues and direct operating expenses and supplemental reserve disclosures including proved reserve tables and the Prospectus. All disclosures contained in standardized measure of discounted cash flows as required by the Registration StatementSecurities Exchange Commission (“SEC”) by Buyer pursuant to the Securities Act of 1933, any preliminary prospectus as amended (the “Securities Act”), or the Prospectus Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any free writing prospectus, that constitute non-GAAP financial measures (as defined by such statements of revenues and direct operating expenses will be audited so that they comply with the rules and regulations requirements of a registration statement under the Securities Act and the Exchange Act) comply with Regulation G , report or other filing under the Exchange Act and Item 10 of the rules set forth in Regulation S-K X. As soon as practicable, but no later than February 21, 2014 at 5:00 p.m. Central Standard Time, Seller will have prepared and will deliver, at Buyer’s expense, audited statements of revenues and direct operating expenses applicable to the Assets for the calendar year 2012, along with unaudited interim quarterly periods for the first three quarters of 2012 and 2013. Seller shall deliver or cause to be delivered, to Seller’s auditor such representation letters, in form and substance customary for representation letters provided to external audit firms by Seller (if the financial statements are subject of an audit or are the subject of a review pursuant to Statements of Accounting Standards 100 (Interim Financial Information)), as may be reasonably requested by Seller’s Auditor, with respect to the statement of revenues and direct operating expenses. Also by February 21, 2014, Seller will have prepared and delivered, at Buyer’s expense, a separate unaudited statement of revenues and direct operating expenses applicable to the Assets for the partial interim quarterly period for the fourth quarter of 2013, (i.e., beginning on October 1, 2013 and ending with the Closing Date of December 30, 2013), and for the fourth quarter of 2012, and any other financial information necessary to comply with the requirements of a registration statement under the Securities Act, as applicablereport or other filing under the Exchange Act and the rules set forth in Regulation S-X (the “Financial Statements”). To In addition, by January 31, 2014, Seller shall provide Buyer with lease operating statements for the Company’s knowledgefourth quarter of 2013. Seller shall cooperate with, no person assist, and provide relevant information to, Tag Along Rights holders who has been suspended or barred from being associated with a registered public accounting firm, or elect to sell Tag Along Assets and any non-operators of the Assets who has failed elect to comply with any sanction pursuant sell their non-operating interests to Rule 5300 promulgated by the PCAOB, has participated Buyer in or otherwise aided the preparation of, of such Tag Along Rights holders’ or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectusnon-operators’ Financial Statements.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” “Selected Consolidated Financial Data” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, statements supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared prepared, in all material respects, in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” and “Selected Financial Data” and “Capitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All Any disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”)) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The historical combined financial statements filed with (including the Commission as a part related notes thereto) of JEH LLC and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of JEH LLC and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; the balance sheet (including the related notes thereto) of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus complies in all material respects with the applicable requirements of the Securities Act and presents fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and indicated; all such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods covered thereby, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. The pro forma financial statements included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply as to form in all material respects with the applicable requirements of the Securities Act and give effect to assumptions made on a reasonable basis as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. All other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company, JEH LLC and their respective subsidiaries and presents fairly in all material respects the information shown thereby. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain all footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoguidelines. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” “Selected Consolidated Financial Data” and “Selected Financial DataCapitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The consolidated financial statements filed with the Commission as a part and related notes of the Registration StatementCompany, the Time of Sale Prospectus Subsidiaries and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included Partnerships contained or incorporated by reference in the Registration Statement fairly presents Statement, Prospectuses and Disclosure Package (the information called for in all material respects and has "Company Financial Statements") have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the Commission’s rules International Accounting Standards Board, applied on a consistent basis throughout the periods specified, except as may be expressly stated in the notes thereto, contain no misstatements of material fact and guidelines applicable theretopresent fairly, in all material respects, the financial condition of the Company on a consolidated basis as at the date thereof and the results of the operations and cash flows of the Company on a consolidated basis for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Company on a consolidated basis that are required to be disclosed in such financial statements and there has been no material change in accounting policies or practices of the Company since inception. No There are no material liabilities of the Company or any Subsidiary or Partnership whether direct, indirect, absolute, contingent or otherwise required to be disclosed in the Company Financial Statements which are not disclosed or reflected in the Company Financial Statements except those disclosed in the Registration Statement, Prospectuses and Disclosure Package. The financial information of the Company included in the Registration Statement, Prospectuses and Disclosure Package has been prepared on a basis consistent with that of the Company Financial Statements and the books and records of the Company and presents fairly in all material respects the consolidated financial position, results of operations, deficit and cash flow of the Company, respectively, as at the dates and for the periods indicated. Other than the financial statements contained or incorporated by reference in the Registration Statement, Prospectuses and Disclosure Package, no other financial statements or supporting schedules are would have been required to be included in the Registration Statement, the Time of Sale Prospectus Prospectuses or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package under NI 52-107 - Acceptable Accounting Principles and the Prospectus Auditing Standards and NI 51-102 under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained Canadian Securities Laws. All disclosures in the Registration Statement, the Time Prospectuses and Disclosure package relating to the differences between the accounting standards of Sale Prospectus IFRS and the Prospectus. All disclosures contained U.S. GAAP are true, complete and correct in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectusall material respects.

Financial Statements. The Tenant will, within 10 Business Days after Landlord’s written request, at any time after the Effective Date until the termination of the Term (but not more than once per calendar year unless in connection with a bona fide sale or financing of the Building), make available to Landlord (in such format and manner as Tenant shall reasonably determine) Tenant’s most recent, audited annual financial statements filed with the Commission (i.e., income statement and balance sheet) as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles Tenant may maintain in the United States ordinary course of Tenant’s business (“U.S. GAAPFinancial Statements”). Landlord shall maintain the confidentiality of any and all financial information disclosed by Tenant (“Confidential Information”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoterms of Section 18.19.2. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with Landlord acknowledges that of the related if Tenant does not maintain annual audited financial statements contained in separately from its consolidated Affiliates, then Tenant shall be permitted to satisfy its obligations under this Section 18.19.1 by providing Financial Statements for the Registration Statementconsolidated group of companies that includes Tenant and its consolidated Affiliates, together with reasonable evidence as to the Time financial condition of Sale Prospectus the Tenant entity itself within such consolidated group (which evidence will consist of a statement or certificate from an officer of Tenant or a representative of Tenant’s accounting firm). If and the Prospectus. All disclosures contained in the Registration Statement, so long as Tenant or any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations of Tenant’s consolidated Affiliates is/are a reporting company under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under 1934, as amended, or if Tenant or any of Tenant’s consolidated Affiliates otherwise file(s) reports with the Securities Actand Exchange Commission in compliance with the Securities and Exchange Act of 1934, as amended, then the foregoing requirements of this Section will be deemed to have been entirely satisfied by the filing by Tenant’s or Tenant’s consolidated Affiliate’s (as applicable. To ) of Forms 10-K, 10-Q and annual reports with the CompanySEC, and Tenant shall have no further obligation to make any financial disclosures to Landlord pursuant to this Lease; provided, however, that if Tenant’s knowledgeFinancial Statements are not separately included as part of any such filing, no person who has been suspended then Tenant will still be obligated to provide Landlord with reasonable evidence as to the financial condition of the Tenant entity itself within such consolidated group (which evidence will consist of a statement or barred certificate from being associated with an officer of Tenant or a registered public representative of Tenant’s accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus).

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Mirati Therapeutics, Inc.—Financial Update,” “Prospectus Summary—Summary Historical Consolidated Financial and Other Data,” “Capitalization” and “Selected Consolidated Financial Data” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shownspecified. The supporting schedules included in the Registration Statement present fairly, and such in all material respects, the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) and applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present presents, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Pricing Disclosure Package and the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus.

Financial Statements. The financial statements Company is subject to the reporting requirements of Section 13 of the Exchange Act and files annual reports on Form 40-F with the Commission. All conditions for the use of Form F-3 to register the Securities under the Securities Act have been satisfied. The documents incorporated or deemed to be incorporated by reference in the Prospectus (“Incorporated Documents”), at the time they were or hereafter are filed with the Commission as a part of the Registration StatementCommission, the Time of Sale Prospectus complied and the Prospectus present fairly will comply in all material respects with the financial position requirements of the Company Securities Act, the Exchange Act and its consolidated subsidiaries the Rules and Regulations and, when read together with the other information in the Prospectus, as applicable, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the dates shown and their results of their operationscircumstances under which they were made, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisnot misleading. The interactive data in eXtensible Business Reporting Language consolidated financial statements, including the notes thereto, included or incorporated by reference in the Registration Statement fairly presents and the information called for Prospectus present fairly, in all material respects respects, the financial position as of the dates indicated and has the cash flows and results of operations for the periods specified of the Company and its Subsidiaries; except as otherwise stated in the Registration Statement and the Prospectus, said consolidated financial statements have been prepared in accordance conformity with IFRS, applied on a consistent basis throughout the Commission’s rules and guidelines applicable theretoperiods involved. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement and the Prospectus by the Securities Act, the Time of Sale Prospectus Exchange Act or the ProspectusRules and Regulations. The other financial data set forth and statistical information included or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus Prospectus, including the selected consolidated financial data set forth under the captions caption “Capitalization and Indebtedness” in the Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” present fairly present the information set forth included therein and have been prepared on a basis consistent with that of the related audited financial statements contained that are included or incorporated by reference in the Registration Statement, Statement and the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus books and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 records of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who . There has not been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by reportable event (within the PCAOB, has participated in or otherwise aided meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Company and the Prospectusits auditors.

Financial Statements. The financial statements filed of the Company, together with the Commission as a part of related schedules and notes thereto, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects in accordance with generally accepted accounting principles as in effect in the United States (“GAAP”) (i) the financial position condition of the Company and its consolidated subsidiaries the Subsidiaries, taken as a whole, as of the dates shown indicated and their (ii) the consolidated results of their operations, changes in stockholders’ equity and changes in cash flows of the Company and the Subsidiaries, taken as a whole, for the periods shown, therein specified; and such financial statements and related schedules and notes thereto have been prepared in conformity with GAAP, consistently applied throughout the generally accepted accounting principles periods involved (except as otherwise stated therein and subject, in the United States case of unaudited financial statements, to the absence of footnotes and normal year-end adjustments). There are no other financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Disclosure Package and the Prospectus; and the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement, the Disclosure Package and the Prospectus; and all disclosures contained in the Registration Statement, the Disclosure Package and the Prospectus regarding “U.S. GAAP”non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply in all material respects with Regulation G of the Exchange Act and Item 10(e) applied on a consistent basisof Regulation S-K of the Commission, to the extent applicable, and present fairly the information shown therein and the Company’s basis for using such measures. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries subsidiaries, as applicable, as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. The supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus. The selected financial data set forth and the summary financial information included or incorporated by reference in each of the Registration StatementStatement and Prospectus fairly present, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or Statement and the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus.

Financial Statements. The consolidated financial statements filed of the Company and the Subsidiaries, together with the Commission related notes and schedules as a part of set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus, present fairly in all material respects the financial position of the Company and its the consolidated subsidiaries as of Subsidiaries and the dates shown and their results of their operations, changes in stockholders’ equity operations and cash flows of the Company and the consolidated Subsidiaries, at the indicated dates and for the periods shown, and such indicated periods. Such consolidated financial statements and related schedules have been prepared in conformity accordance with the United States generally accepted accounting principles in principles, consistently applied throughout the United States periods involved (“U.S. GAAP”) applied on ), except as disclosed therein, and all adjustments necessary for a consistent basisfair presentation of results for such periods have been made. The interactive summary and selected consolidated financial and statistical data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus presents fairly presents the information called for in all material respects the information shown therein, at the indicated dates and for the indicated periods, and such data has been prepared in accordance compiled on a basis consistent with the Commission’s rules and guidelines applicable thereto. No other financial statements presented therein and the books and records of the Company. All disclosures, if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the Rules and Regulations) comply in all material respects with Regulation G of the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. The Company and the Subsidiaries do not have any material liabilities or supporting schedules obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. There are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus General Disclosure Package or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures are not included as required. No other information provided by or at the direction of the Company to the Buyers which is not included in the SEC Documents (as defined by below) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the rules and regulations under statements therein, in the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part light of the Registration Statementcircumstance under which they are or were made, the Time of Sale Prospectus and the Prospectusnot misleading.

Financial Statements. The financial statements filed with the Commission as a part of included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus, together with the related schedules and notes, if any, included or incorporated by reference, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of at the dates shown indicated and their results the statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods shown, and such specified; said financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved. The interactive supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in eXtensible Business Reporting Language the General Disclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoStatement. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus General Disclosure Package or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus the General Disclosure Package or the Prospectus and any free writing prospectusProspectus, that constitute or incorporated by reference therein, regarding “non-GAAP financial measures measures” (as such term is defined by the rules and regulations under of the Securities Act and the Exchange ActCommission) comply with Regulation G under of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as to the extent applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated Except as described in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and General Disclosure Package or the Prospectus, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), or any other relationships with unconsolidated entities or other persons, that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses.

Financial Statements. The financial statements of the Company filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The financial statements of Clinigen SP Limited filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus comply as to form in all material respects with the applicable requirements of the Securities Act and present fairly the consolidated carve-out financial position of Clinigen SP Limited as of the dates indicated and the results of its operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with the requirements of International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No interactive data in eXtensible Business Reporting Language related to the financial statements of Clinigen SP Limited is required by the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial consolidated balance sheets of Borrower and its Subsidiaries as of August 31, 2007, and the related consolidated statements filed of operations, cash flows and consolidated statements of capital shares and equities for the Fiscal Year then ended, and the accompanying footnotes, together with the Commission as a part unqualified opinion thereon of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been furnished to the Registration Statement, the Time of Sale Prospectus Administration Agent and the Prospectus Syndication Parties, fairly present fairly in all material respects the consolidated financial position condition of Borrower and its Subsidiaries as at such dates and the results of the Company consolidated operations of Borrower and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows Subsidiaries for the periods showncovered by such statements, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with GAAP consistently applied. Since August 31, 2007, there has been no material adverse change in the Commission’s rules financial condition, results of operations, business or prospects of Borrower or any of its Subsidiaries. As of the Closing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements of Borrower and guidelines applicable its Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2007. No other financial statements information, exhibit, or supporting schedules are required report furnished by Borrower or any of its Subsidiaries to be included in the Registration Statement, the Time of Sale Prospectus Administration Agent or the Prospectus. The financial data set forth Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or incorporated by reference omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in each light of the Registration Statement, the Time of Sale Prospectus circumstances in which they were made and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed taken together with the Commission as a part of other information, exhibits and reports furnished to the Registration Statement, Administration Agent and/or the Time of Sale Prospectus and the ProspectusSyndication Parties.

Financial Statements. The consolidated financial statements filed of the Company and its subsidiaries, together with the Commission as a part of related notes, set forth in the Registration Statement, the Time of Sale Disclosure Package and Prospectus and the Prospectus present fairly comply in all material respects with the requirements of the Act and fairly present, in all material respects, the financial position condition of the Company and its consolidated subsidiaries as of the dates shown or periods indicated and their the results of their operations, operations and changes in stockholders’ equity and cash flows for the periods showntherein specified. Except as otherwise stated in the Registration Statement, the Time of Sale Disclosure Package and such Prospectus, said financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) consistently applied on a consistent basisthroughout the periods involved, except in the case of unaudited interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes, as permitted by the rules of the Commission. The interactive data in eXtensible Business Reporting Language supporting schedules included or incorporated by reference in the Registration Statement fairly presents Statement, if any, present fairly, in all material respects, the information called for required to be stated therein. All non-GAAP financial information included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, if any, complies in all material respects and has been prepared in accordance with the Commissionrequirements of Regulation G and Item 10 of Regulation S-K under the Act. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the Act, Item 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons, that would reasonably be expected to have a material current or, to the Company’s rules and guidelines applicable theretoknowledge, material future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Disclosure Package or the Prospectus. The BDO USA LLP and BDO Canada LLP, have each expressed their respective opinions and delivered their respective reports with respect to the applicable financial data set forth or incorporated by reference in each statements and schedules, if any, filed as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained included in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All disclosures contained in , and each is (x) an independent public accounting firm within the Registration Statement, any preliminary prospectus or meaning of the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange ActRules and Regulations, (y) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated firm (as defined in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part Section 2(a)(12) of the Registration Statement, Xxxxxxxx-Xxxxx Act of 2002 (the Time “Xxxxxxxx-Xxxxx Act”)) and (z) not in violation of Sale Prospectus and the Prospectusauditor independence requirements of the Xxxxxxxx-Xxxxx Act.

Financial Statements. The consolidated financial statements of the Company filed with the Commission as a part of and incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” fairly presents, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been is prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of or incorporated within the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States International Financial Reporting Standards (“U.S. GAAPIFRS”) as issued by the International Accounting Standards Board (“IASB”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto or as otherwise disclosed therein, and, in the information called for in all material respects case of audited, interim financial statements, subject to normal year-end audit adjustments and has been prepared in accordance with the Commission’s rules and guidelines applicable theretoexclusion of certain footnotes. No other financial statements or supporting schedules are required to be included in or incorporated in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus. The financial data set forth in or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other DataRatio of Earnings to Fixed Charges” and “Selected Financial Data” fairly present fairly, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in, incorporated or deemed to be incorporated in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, prospectus that constitute non-non GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States International Financial Reporting Standards (“U.S. GAAPIFRS”) as issued by the European Union and the International Accounting Standards Board (the “IASB”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP IFRS financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements Company is subject to the reporting requirements of Section 13 of the Exchange Act and files annual reports on Form 10-K with the Commission. All conditions for the use of Form S-3 to register the Securities under the Securities Act have been satisfied. The documents incorporated or deemed to be incorporated by reference in the Prospectus (“Incorporated Documents”), at the time they were or hereafter are filed with the Commission as a part of the Registration StatementCommission, the Time of Sale Prospectus complied and the Prospectus present fairly will comply in all material respects with the financial position requirements of the Company Securities Act, the Exchange Act and its consolidated subsidiaries the Rules and Regulations and, when read together with the other information in the Prospectus, as applicable, do not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the dates shown and their results of their operationscircumstances under which they were made, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisnot misleading. The interactive data in eXtensible Business Reporting Language consolidated financial statements, including the notes thereto, included or incorporated by reference in the Registration Statement fairly presents and the information called for Prospectus present fairly, in all material respects respects, the financial position as of the dates indicated and has the cash flows and results of operations for the periods specified of the Company and its Subsidiaries; except as otherwise stated in the Registration Statement and the Prospectus, said consolidated financial statements have been prepared in accordance conformity with U.S. GAAP, applied on a consistent basis throughout the Commission’s rules and guidelines applicable theretoperiods involved. No other financial statements or supporting schedules are required to be included in the Registration StatementStatement and the Prospectus by the Securities Act, the Time of Sale Prospectus Exchange Act or the ProspectusRules and Regulations. The other financial data set forth and statistical information included or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus Prospectus, including the selected consolidated financial data set forth under the captions caption “Capitalization and Indebtedness” in the Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” present fairly present the information set forth included therein and have been prepared on a basis consistent with that of the related audited financial statements contained that are included or incorporated by reference in the Registration Statement, Statement and the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus books and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 records of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who . There has not been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by reportable event (within the PCAOB, has participated in or otherwise aided meaning of National Instrument 51-102 – Continuous Disclosure Obligations) between the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Company and the Prospectusits auditors.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto and except in the information called for in all material respects case of unaudited financial statements, which are subject to normal and has been prepared in accordance with recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” and “Selected Financial Data” fairly and “Capitalization” present fairly, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) and the rules and regulations under the Securities Act and the Exchange Act) comply comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their its operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto and except unaudited financial statements, which are subject to normal year-end adjustment and do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus, the Prospectus or the Canadian Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Selected Financial and Other Data” and “Selected Financial DataCapitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus prospectus, the Prospectus or the Canadian Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Canadian Prospectus.

Financial Statements. a. Schedule 3.4 contains true, correct and complete copies of the following unaudited financial statements: the balance sheet of Seller dated May 31, 2020, and the statements of income of Seller for the eleven month and five month period ending May 31, 2020 (collectively, the “Interim Financial Statements”), and the balance sheet of Seller as of June 30, 2017, June 30, 2018 and June 30, 2019 and the related statement of income and retained earnings, members’ equity and cash flow for the years then ended (the “Financial Statements”). Each of the Interim Financial Statements and the Financial Statements have been prepared in accordance with Seller’s standard accounting practices and methodology as described on Schedule 3.4, applied on a consistent basis throughout the period involved. The financial statements filed Interim Financial Statements and the Financial Statements are true and correct in all material respects and consistent with and were prepared in accordance with the Commission as a part books of the Registration Statement, the Time account and other financial records of Sale Prospectus Seller and the Prospectus fairly present fairly in all material respects the financial position condition of the Company and its consolidated subsidiaries Seller as of the respective dates shown they were prepared and their the results of their operations, changes in stockholders’ equity and cash flows the operations of Seller for the periods shownindicated. The balance sheet of Seller as of May 31, 2020, is referred to in this Agreement as the “Balance Sheet” and the date thereof as the “Balance Sheet Date”. Seller maintains accurate Records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls and procedures, and Seller has not received written notification from any accountants, independent auditors or other consultants, or any Governmental Authority challenging the adequacy or requesting modification of such controls and procedures. Such controls and procedures provide assurance that: (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of Seller’s financial statements have been prepared in conformity with the generally accepted accounting principles in the United States and to maintain accountability for Seller’s assets; (“U.S. GAAP”iii) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared access to Seller’s assets is permitted only in accordance with management’s authorization; (iv) the Commissionreporting of Seller’s rules assets is compared with existing assets at regular intervals; and guidelines applicable thereto. No (v) accounts, notes, and other financial statements or supporting schedules receivables are required recorded accurately, and proper and adequate procedures are implemented to be included in effect the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein collection thereof on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus current and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectustimely basis.

Financial Statements. The financial consolidated balance sheets of Borrower and its Subsidiaries as of August 31, 2004, and the related consolidated statements filed of operations, cash flows and consolidated statements of capital shares and equities for the Fiscal Year then ended, and the accompanying footnotes, together with the Commission as a part unqualified opinion thereon, dated October 28, 2004 of PricewaterhouseCoopers LLP, independent certified public accountants, copies of which have been furnished to the Registration Statement, the Time of Sale Prospectus Administration Agent and the Prospectus Syndication Parties, fairly present fairly in all material respects the consolidated financial position condition of Borrower and its Subsidiaries as at such dates and the results of the Company consolidated operations of Borrower and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows Subsidiaries for the periods showncovered by such statements, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with GAAP consistently applied. Since August 31, 2004, there has been no material adverse change in the Commission’s rules financial condition, results of operations, business or prospects of Borrower or any of its Subsidiaries. As of the Closing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements of Borrower and guidelines applicable its Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2004. No other financial statements information, exhibit, or supporting schedules are required report furnished by Borrower or any of its Subsidiaries to be included in the Registration Statement, the Time of Sale Prospectus Administration Agent or the Prospectus. The financial data set forth Syndication Parties in connection with the negotiation of this Credit Agreement contained any material misstatement of fact or incorporated by reference omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading in each light of the Registration Statement, the Time of Sale Prospectus circumstances in which they were made and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed taken together with the Commission as a part of other information, exhibits and reports furnished to the Registration Statement, Administration Agent and/or the Time of Sale Prospectus and the ProspectusSyndication Parties.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Pricing Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Pricing Prospectus and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable theretothereto and except in the case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission. No other financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Time of Sale Pricing Prospectus or the Prospectus. The consolidated financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Pricing Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Pricing Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus Preliminary Prospectus or the Prospectus and any free writing prospectus, Issuer Free Writing Prospectus that constitute non-GAAP non‑GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Pricing Prospectus and the Prospectus.

Financial Statements. The financial statements filed (including any pro forma financial statements) of each of the Company and Orbital, together with the Commission as a part of related notes, set forth in the Registration Statement, the Time of Sale Disclosure Package and Prospectus and the Prospectus present fairly comply in all material respects with the requirements of the Act and the Rules and Regulations and fairly present the financial position condition of the Company applicable entity and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, cash flows and changes in stockholders’ equity and cash flows for the periods shown, and such therein specified. The financial statements have been prepared (including any pro forma financial statements) of the Company, together with the related notes, set forth in the Registration Statement, the Time of Sale Disclosure Package and Prospectus are in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) consistently applied on a consistent basisthroughout the periods involved. The interactive data financial statements of Orbital, together with the related notes, set forth in eXtensible Business Reporting Language the Registration Statement, the Time of Sale Disclosure Package and Prospectus are in conformity with generally accepted accounting principles in the United Kingdom consistently applied throughout the periods involved and have been properly reconciled to generally accepted accounting principles in the United States as required by Regulation S-X under the Act. The supporting schedules of each of the Company and Orbital included or incorporated by reference in the Registration Statement present fairly presents the information called for required to be stated therein. All non-GAAP financial information included in all material respects the Registration Statement, the Time of Sale Disclosure Package and has been prepared in accordance the Prospectus complies with the Commissionrequirements of Regulation G and Item 10 of Regulation S-K under the Act. Except as disclosed in the Time of Sale Disclosure Package and the Prospectus, there are no material off-balance sheet arrangements (as defined in Regulation S-K under the Act, Item 303(a)(4)(ii)) or any other relationships with unconsolidated entities or other persons, that may have a material current or, to the Company’s rules and guidelines applicable theretoknowledge, material future effect on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant components of revenue or expenses. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Disclosure Package or the Prospectus. The Lxxxxxx, Vxxx & Wxxx, P.A., which has expressed its opinion with respect to the financial data set forth or incorporated by reference in each statements of the Company and related schedules filed as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained included in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All disclosures contained in , is (x) an independent public accounting firm within the Registration Statement, any preliminary prospectus or meaning of the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange ActRules and Regulations, (y) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firmfirm (as defined in Section 2(a)(12) of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”)) and (z) not in violation of the auditor independence requirements of the Sxxxxxxx-Xxxxx Act. Bxxxx Txxxx Xxxxxxx Xxxxxx, or who LLP, which has failed expressed its opinion with respect to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting statements of Orbital and related schedules or other financial data filed with the Commission as a part of the Registration Statement and included in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, is an independent public accounting firm within the meaning of the Act and the Rules and Regulations.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. The supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Such financial statements and supporting schedules have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data,” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as If, due to a part restatement of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included CMS Energy Corporation’s or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commissionan Affiliate’s rules and guidelines applicable thereto. No other publicly disclosed financial statements or supporting schedules otherwise, the Executive is subject to an obligation to make a repayment to CMS Energy Corporation or an Affiliate pursuant to a clawback provision contained in a SERP Plan, the PISP, a bonus plan or other benefit plan (a “benefit plan clawback provision”) of CMS Energy Corporation or its Affiliate, it shall be a precondition to the obligation of Employer to make any payment under this Agreement, that the Executive fully repay to CMS Energy Corporation or its Affiliate any amounts owing under such benefit plan clawback provision. The payments under this Agreement are required further subject to be included any provision of law which may require the Executive to forfeit or repay any benefits provided hereunder that are based upon a bonus or incentive compensation, or equity compensation, in the Registration Statementevent of a restatement of CMS Energy Corporation’s or an Affiliate’s publicly disclosed accounting statements or other illegal act, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated whether required by reference in each Section 304 of the Registration StatementXxxxxxxx-Xxxxx Act of 2002, federal securities law (including any rule or regulation promulgated by the Time of Sale Prospectus Securities and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration StatementExchange Commission), any preliminary prospectus state law, or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined rule or regulation promulgated by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicableapplicable listing exchange or system on which CMS Energy Corporation or an Affiliate lists its traded shares. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with degree any sanction benefits hereunder are not otherwise forfeitable pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or auditedpreceding sentences of this Section 5.2(g), the financial statementsBoard or Committee may require the Executive to repay to Employer any amounts paid under this Agreement that are computed on the basis of a target bonus or actual bonus under a bonus plan applicable to the Executive (a “bonus-based payment”), supporting schedules if the Board or other financial data filed with Committee determines, on the Commission as a part basis of the Registration Statementclawback provisions in the bonus plan under which such bonus-based payments are computed, that the Time Executive would have been required to make a repayment of Sale Prospectus such bonus-based payments had they been paid to the Executive directly under such bonus plan rather than under this Agreement. The rights set forth in this Agreement concerning the right of CMS Energy Corporation, an Affiliate and/or Employer to a clawback are in addition to any other rights to recovery or damages available at law or equity and the Prospectusare not a limitation of such rights.

Financial Statements. The consolidated financial statements filed with of the Commission as a part of Company included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus Issuer Free Writing Prospectuses, if any, together with the related schedules and notes, present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries the Subsidiaries (as defined below) as of the dates shown indicated and their the consolidated results of their operations, changes in stockholders’ equity and cash flows of the Company for the periods shown, and such specified (subject to normal year-end adjustments with respect to unaudited interim financial statements); said financial statements have been prepared in conformity with the U.S. generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved except, in the case of unaudited financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act or the Securities Act Regulations. 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), and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholdersshareholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved (“GAAP”), except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Preliminary Financial Data and Certain Other DataInformation” and “Selected Financial DataCapitalization” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All The disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) in all material respects comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. Such financial statements and supporting schedule have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basisbasis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions caption “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial DataCapitalization” fairly present present, in all materials respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or prospectus, the Prospectus and any free writing prospectus, prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus present fairly fairly, in all material respects respects, the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) ), applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved, except as may be expressly stated in the Registration Statement fairly presents related notes thereto and except in the information called for in case of unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain all material respects and has been prepared in accordance with footnotes as permitted by the applicable rules of the Commission’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other DataCapitalization” and “Selected Consolidated Financial Data” fairly present present, in all material respects, the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus Statement or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus.

Financial Statements. The consolidated financial statements filed with of Parent included in Parent SEC Reports (the Commission “Parent Financials”) comply as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except as may be indicated in the notes thereto, or in the case of unaudited statements, as permitted by the SEC on Form 10-Q or Form 8-K or any successor form under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and fairly present, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of the Company Parent and its consolidated subsidiaries Subsidiaries as of the dates shown thereof and their consolidated results of their operations, changes in stockholders’ equity operations and cash flows for the periods shownthen ended. Parent does not intend to correct or restate, nor is there any basis for any correction or restatement of, any aspect of the Parent Financials. The books and records of Parent and Parent’s Subsidiaries have been, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for are being, maintained in all material respects in accordance with applicable legal and accounting requirements, and the Parent Financials are consistent with such books and records. Except as and to the extent disclosed or reserved against on Parent’s most recent balance sheet (or in the notes thereto) included in the Parent SEC Reports, neither Parent nor any Parent Subsidiary has been any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a consolidated balance sheet or in the related notes to a consolidated financial statement prepared in accordance with GAAP, except for liabilities incurred since the Commissiondate of Parent’s rules and guidelines applicable thereto. No other financial statements or supporting schedules are required to be included most recent balance sheet in the Registration Statement, the Time ordinary course of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data” and “Selected Financial Data” fairly present the information set forth therein on a basis business consistent with that past practices. Parent has not had any unresolved dispute with any of its auditors regarding accounting matters or policies during any of its past three full years or during the related audited financial statements contained in the Registration Statementcurrent fiscal year-to-date. Neither Parent nor any of its Subsidiaries is a party to, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statementor has any commitment to become a party to, any preliminary prospectus joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or 50 relationship between or among Parent or any of its Subsidiaries, on the Prospectus one hand, and any free writing prospectusunconsolidated affiliate, that constitute nonincluding any structured finance, special purpose or limited purpose Person, on the other hand, or any “off-GAAP financial measures balance sheet arrangements” (as defined by the rules and regulations under the Securities Act and the Exchange Actin Item 303(a) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the ProspectusK).

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates shown indicated and their the results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such specified. Such financial statements have been prepared in conformity with the generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis. The interactive data in eXtensible Business Reporting Language included or incorporated by reference basis throughout the periods involved (“GAAP”), except as may be expressly stated in the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Summary Historical Consolidated Financial and Other Data,” and “Selected Financial Data” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules statements or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.