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 as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 historical financial statements filed with of the Commission as a part of Predecessor 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, fairly in all material respects, respects the respective financial position of the Company as of Predecessor at the dates indicated and the results of their operations, changes in stockholderspartners’ equity capital, as applicable, and cash flows of the Predecessor for the periods specified. Such ; and all such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules, except as may if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be expressly stated therein. The financial information of the Predecessor (other than the pro forma financial information) in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and 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 Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has 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 transactions and circumstances referred to therein; and the pro forma information appearing in each of the Registration Statement, the Time of Sale Pre-Pricing Prospectus and the Prospectus under the caption captions “Selected Summary—Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly presents, in all material respects, respects the information set forth shown therein and has been compiled on a basis consistent with that of the 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, 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 included 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 present fairlyProspectus, together with the related schedules and notes thereto, comply as to form in all material respectsrespects 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 subsidiaries as of the dates indicated shown and the its results of their operations, changes in stockholders’ equity operations and cash flows for the periods specified. Such shown, and such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. The other financial information included in each of the Pre-Effective Registration Statement, except as may be expressly stated the Registration Statement, the Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby. The pro forma financial statements and the related notes thereto and except included 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 each of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in Pre-Effective Registration Statement, the Registration Statement Statement, the Preliminary Prospectus and the Prospectus present fairly presents the information called for in all material respects and has 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 and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are required reasonable and the adjustments used therein are appropriate to be give effect to the transactions and circumstances referred to therein. The statistical, industry-related and market-related data 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 in each of the Registration Statement, the Time of Sale Preliminary Prospectus and the Prospectus under are based on or derived from sources which the caption “Selected Financial Data” fairly presentsCompany reasonably and in good faith believes are reliable and accurate and such data is consistent with the sources from which they are derived, in each case 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 and any supporting schedules of the Commission as a part of Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus present fairly, in all material respects, fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows respective operations for the periods specified. Such ; and, except as otherwise stated in the Registration Statement, the Time of Sale Information and the Prospectus, said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis; and the supporting schedules of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the selected financial data and the summary financial information, if any, included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein as of the dates indicated and have been compiled on a basis throughout consistent with that of the periods involvedaudited financial statements included or incorporated by reference in the Registration Statement, except as may be expressly stated in the Time of Sale Information and the Prospectus; and the pro forma financial statements and the related notes thereto and except included or incorporated by reference in the case Registration Statement, the Time of unaudited Sale Information 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 statementsstatements and have been properly compiled on the bases described therein, which and the assumptions used in the preparation thereof are subject reasonable and the adjustments used therein are appropriate to normal give effect to the transactions and recurring yearcircumstances referred to therein; and the Company’s ratios of earnings to fixed charges included in the Prospectus Supplement (as defined below) under the caption “Ratio of Earnings to Fixed Charges and Preferred Stock Dividends” and in the Base Prospectus under the caption “Ratio of Earnings to Fixed Charges and Preferred Stock Dividends” and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-end adjustments and do not contain certain footnotes as permitted by the applicable rules K of the CommissionCommission as at the dates indicated therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 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 consolidated financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. The supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. Such financial statements and supporting schedules comply in all material respects as to form with the applicable accounting requirements of the 1933 Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved (“GAAP”), except as may be expressly stated in the related notes thereto and except thereto. The financial data set forth in the case preliminary 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 unaudited the audited financial statementsstatements contained in the General Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included in the Registration Statement, which are General Disclosure Package and the Prospectus present fairly in all material respects the information shown therein, have been prepared in all material respects 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, subject to normal such rules and recurring year-end guidelines, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and do not contain certain footnotes circumstances referred to therein. Except as permitted included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the applicable rules of Registration Statement, the CommissionGeneral Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 of the Company, the Operating Partnership and their subsidiaries included or incorporated within the Disclosure Package and the Prospectus, together with the Commission as a part of the Registration Statementrelated schedules and notes, the Time of Sale Prospectus and the Prospectus present fairly, fairly in all material respects, respects the consolidated financial position of the Company as of and the Operating Partnership at the dates indicated and the results consolidated statements of their operations, changes in stockholders’ equity and cash flows of the Company and the Operating Partnership for the periods specified. Such ; and said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) ), applied on a consistent basis throughout the periods involved, involved (except as may be expressly indicated in the notes thereto and subject to normal year-end adjustments in the case of any unaudited interim financial statements) and have been prepared on a consistent basis with the books and records of the Company and the Operating Partnership. The supporting schedules included or incorporated within the Disclosure Package and the Prospectus present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated within the 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 financial statements included or incorporated within the Disclosure Package and the Prospectus. The pro forma financial statements and the related notes thereto included or incorporated within the Disclosure Package and except 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 case preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The statements of unaudited certain revenues and expenses of the properties acquired or proposed to be acquired, if any, included in the Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein and have been prepared, in all material respects, in accordance with the applicable financial statements, which statement requirements of Rule 3-14 of Regulation S-X under the Securities Act with respect to real estate operations acquired or to be acquired. No other historical or pro forma financial statements (or schedules) are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted required by the applicable Securities Act or the Exchange Act to be included in the Disclosure Package or the Prospectus. All disclosures contained or incorporated within the Disclosure and the Prospectus, if any, 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 under the Securities Act, to the extent applicable. The Any interactive data in eXtensible Business Reporting Language included or incorporated by reference in within the Registration Statement Disclosure Package or 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 thereto in the Registration Statement, the Time of Sale Prospectus or the Prospectusall material respects. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial DataRatio of Earnings to Fixed Charges and Preferred Stock Dividends” fairly presents, in all material respects, present the information set forth therein on a basis consistent with that of the audited financial statements contained in contained, incorporated or deemed to be incorporated within the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 Disclosure Package 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, filed as part of the Registration Statement and those included in the Prospectus present fairly in all material respects the financial position of the Company, its consolidated subsidiaries and each Acquired Entity, as applicable, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each Acquired Entity, as applicable, for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent 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 related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. Ernst & Young LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Time Company and its subsidiaries, independent accountants 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 Sale Prospectus 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, in all material respects, the financial position of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration StatementStatement or the Prospectus, any preliminary prospectusor incorporated by reference therein, 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 Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of 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 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 and its subsidiaries 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 present fairly, in all material respects, fairly the consolidated financial position of the Company and its subsidiaries, as the case may be, as of and at the dates indicated and the results of their respective operations, changes in stockholders’ equity comprehensive income and cash flows for the periods specified. The supporting schedules of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus present fairly the information required to be stated therein. Such financial statements and supporting schedules comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. The interactive selected financial 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, present 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 Statement and the Prospectus. Any pro forma consolidated financial statements of the Company and its subsidiaries included in the Prospectus and the Registration Statement or incorporated by reference in the Prospectus and the Registration Statement present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and any pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein and any such pro forma adjustments have been properly applied to the historical amounts in the computation or compilation of such pro forma financial statements. All of the disclosures contained in or incorporated by reference into the Registration Statement, any preliminary prospectus, Statement 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 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 No other financial statements (pro forma or otherwise) or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the preliminary prospectus or prospectus. The Company’s knowledge, no person who ratios of earnings to fixed charges and preferred stock dividends and ratios of earnings to fixed charges included in the Registration Statement and the Prospectus have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. The interactive data in the eXtensible Business Reporting Language incorporated by reference to the Registration Statement fairly presents the information called for in all material respects and has in all material respects 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 prepared in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed accordance with the Commission as a part of the Registration Statement, the Time of Sale Prospectus Commission’s rules and the Prospectusguidelines applicable thereto.

Financial Statements. The financial statements filed with (including the Commission as a part related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations, operations and the changes in stockholders’ equity and their cash flows for the periods specified. Such ; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) in the United States applied on a consistent basis throughout the periods involvedcovered thereby, except as may be expressly stated in the related notes thereto and except in the case of unaudited any unaudited, interim 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 , and any 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 thereto. No other financial statements or supporting schedules are information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under has been derived from the caption “Selected Financial Data” accounting records of the Company and its consolidated subsidiaries and presents fairly presents, in all material respects, respects the information set forth therein on a basis consistent with that of the audited financial statements contained shown thereby; all disclosures included or incorporated by reference 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 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 the Securities Act and the Exchange Actof Commission) 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 ; and any pro forma financial information and the Company’s knowledge, no person who has been suspended related notes thereto included 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 incorporated by the PCAOB, has participated reference 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 Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of Sale Prospectus the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Financial Statements. The financial statements filed of the Company, together with the Commission as a part of related notes and schedules, included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Final Prospectus present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Rules and Regulations of the Commission thereunder, and fairly present the financial position condition of the Company as of the dates indicated and the results of their operations, operations and changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared therein specified in conformity with generally accepted accounting principles International Financial Reporting Standards as applied in adopted by the United States International Accounting Standards Board (“GAAPIFRS”) consistently applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto and except in the case of unaudited . No other financial statements, which pro forma financial information or schedules are subject required under the Securities Act, the Exchange Act, or the Rules and Regulations 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 be 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 Disclosure Package or the Final Prospectus. The financial data set forth in each of To the Registration StatementCompany’s knowledge, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained of Xxxxxx Oakwood Technology Acquisition, Inc. (“DOTA”), together with the related notes and schedules, included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All disclosures contained Final Prospectus comply in all material respects with the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under applicable requirements of the Securities Act and the Exchange Act) comply with Regulation G under , and the Exchange Act Rules and Item 10 Regulations of Regulation S-K under the Securities ActCommission thereunder, 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, and fairly present the financial statementscondition of DOTA as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity with U.S. generally accepted accounting principles (“GAAP”) consistently applied throughout the periods involved. The pro forma and pro forma as adjusted financial information and the related notes, supporting schedules if any, included or other financial data filed with the Commission as a part of incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act, the Rules and Regulations, the Exchange Act and the rules and regulations of the Commission promulgated thereunder and present fairly the information shown 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. No other financial statements, pro forma financial information or schedules are required under the Securities Act, the Exchange Act, or the Rules and Regulations to be included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package or the Final 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 as part of the Registration Statement and those included in the Prospectus present fairly in all material respects the financial position of the Company, its consolidated subsidiaries and each such Acquired Entity, as applicable, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each such Acquired Entity, as applicable, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent 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 related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. KPMG LLP, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Time 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 Sale Prospectus 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, in all material respects, the financial position of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration StatementStatement or the Prospectus, any preliminary prospectusor incorporated by reference therein, 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 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 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 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, fairly in all material respects, respects the respective financial position of the Company Partnership and the Predecessor (as of defined in the Registration Statement) at the dates indicated and the results of their operations, changes in stockholderspartners’ equity capital and cash flows of the Predecessor for the periods specified. Such ; and all such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules, except as may if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be expressly stated therein. The financial information (other than the pro forma financial information) in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and 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 Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has 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 transactions and circumstances referred to therein; and the pro forma information appearing in each of the Registration Statement, the Time of Sale Pre-Pricing Prospectus and the Prospectus under the caption captions “Selected Summary—Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly presents, in all material respects, respects the information set forth shown therein and has been compiled on a basis consistent with that of the 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, 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 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 as part of the Registration Statement and those included in the Prospectus present fairly in all material respects the financial position of the Company, its consolidated subsidiaries and each such Acquired Entity, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each such Acquired Entity, as applicable, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent 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 related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. Deloitte & Touche LLP, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Time 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 Sale Prospectus 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, in all material respects, the financial position of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration StatementStatement or the Prospectus, any preliminary prospectusor incorporated by reference therein, 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 with Regulation G under of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of 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 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 consolidated 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, fairly the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the their respective consolidated results of their operations, changes in stockholders’ equity (deficit) and cash flows for the periods specified. The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. The statements of revenues and certain expenses filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the revenues and certain expenses related to the operations of each of properties or group of properties identified in statements of revenues and certain expenses for the periods specified. Such financial statements and supporting schedule and statements of revenues and certain expenses have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial DataCapitalization” fairly presents, in all material respects, present the historical information set forth therein on a basis consistent with that of the audited unaudited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The pro forma condensed consolidated financial statements of the Company and the Subsidiaries and the related notes filed with the Commission as part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented 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. Except as included therein, no other historical or pro forma financial statements or supporting schedules or statements of revenues and certain expenses are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 schedules, statements of revenues and certain expenses 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 as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in including the related notes thereto and except in the case of unaudited supporting schedules) and other 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 information included or incorporated by reference in the Registration Statement and the most recent Preliminary Prospectus (and any amendment or supplement thereto) present fairly presents in all material respects the information called financial condition, results of operations and cash flows of the entities purported to be shown thereby, at the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and have been prepared in conformity with accounting principles generally accepted in the United States applied on a consistent basis throughout the periods indicated, except to the extent disclosed therein. The summary historical financial and operating data included or incorporated by reference in the Registration Statement and the most recent Preliminary Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Partnership (or its predecessor for accounting purposes), including non-GAAP financial measures included or incorporated by reference in the Registration Statement and the most recent Preliminary Prospectus, has been derived from the accounting records of the Partnership Entities or their predecessors for accounting purposes, fairly presents in all material respects the information purported to be shown thereby and complies with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The pro forma financial information and the related notes included or incorporated by reference in the Registration Statement and the most recent Preliminary Prospectus present fairly in all material respects 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 information and have been compiled on the bases described therein, and the assumptions included therein provide a reasonable basis for presenting the significant effects directly attributable to the transaction and events disclosed therein, the related pro forma adjustments give appropriate effect to those assumptions and have been properly applied to the historical financial statement amounts in the pro forma financial statements included or supporting schedules incorporated by reference in the Registration Statement and the most recent Preliminary 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 Statement or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale most recent Preliminary Prospectus that are not so included as required and the Prospectus under the caption “Selected Financial Data” fairly presentsPartnership Entities do not have any material liabilities or obligations, in all material respectsdirect or contingent (including any off-balance sheet obligations), the information set forth therein on a basis consistent with that of the audited financial statements contained not described in the Registration Statement, Statement (excluding the Time of Sale Prospectus and exhibits thereto) or the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 most recent Preliminary Prospectus.

Financial Statements. The financial statements filed with of the Commission as a part of Company 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 of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as may if any, present fairly in accordance with GAAP the information required to be expressly stated therein. The selected financial data and the summary financial information included in the related notes thereto General Disclosure Package and except 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 in the case of unaudited Registration Statement. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes measures” (as permitted such term is defined by the applicable rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of Regulation S-K of the 1933 Act, 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 The financial statements of Wood Mackenzie and its consolidated subsidiaries incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of Wood Mackenzie and its consolidated subsidiaries at the dates indicated and the statement of income, stockholders’ equity and cash flows of Wood Mackenzie and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applied on a consistent basis throughout the periods involved. The pro forma condensed consolidated financial statements and the related notes thereto incorporated by reference 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 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. 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 Time of Sale Prospectus General Disclosure Package or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, 1933 Act or 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. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities 1933 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 ProspectusRegulations.

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, fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “Selected Financial Data” and “Selected Historical Consolidated Financial Data of Savara” fairly presents, in all material respects, present 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 pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto included under the caption “Unaudited Pro Forma Condensed Combined Financial Statements” and elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented 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, any preliminary prospectus, 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 subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods 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 generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “Prospectus Summary-Summary Historical Consolidated Financial and Other Data,” “Selected Financial Data” and “Capitalization” fairly presents, in all material respects, present 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 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, in all material respects, the respective financial position positions of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows operations for the periods specified. Such ; except as otherwise stated in the Registration Statement, the Pricing Disclosure Package or the Prospectus, as applicable, said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout basis; the periods involved, except as may be expressly stated supporting schedule included in the related Registration Statement, the Pricing Disclosure Package or the Prospectus, as applicable, presents fairly, in all material respects, the information required to be stated therein; and the Company’s ratio of earnings to fixed charges (actual and, if any, pro forma) included in the Prospectus and the Pricing Disclosure Package have in each case been calculated in compliance with Item 503(d) of Regulation S-K of the Commission. 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 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 except 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 case of unaudited financial statements, which Pricing Disclosure Package and the Prospectus are subject to normal based upon good faith estimates and recurring year-end adjustments and do not contain certain footnotes as permitted assumptions believed by the applicable 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 audited 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 as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows Acquired Fund for the periods specified. Such financial statements fiscal year ended December 31, 2005, have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 accounting principles generally accepted in the Commission’s rules United States of America consistently applied and guidelines applicable theretohave been audited by Deloitte & Touche LLP . No other True and complete copies of such statements have been furnished to PVC. Such statements fairly reflect the financial statements condition and the results of operations of the Acquired Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of or supporting schedules the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be included disclosed but are not disclosed in such statements. The unaudited financial statements of the Acquired Fund for the six months ended June 30, 2006 have been prepared in accordance with accounting principles generally accepted in the Registration Statement, United States of America consistently applied by WMVT. True and complete copies of such statements have been furnished to PVC. Such statements fairly reflect the Time financial condition and the results of Sale Prospectus or the Prospectus. The financial data set forth in each operations of the Registration Statement, the Time Acquired Fund as of Sale Prospectus such date and the Prospectus under results of operations and changes in net assets for the caption “Selected Financial Data” fairly presentsperiods indicated, in all material respects, the information set forth therein on a basis consistent with that and there are no liabilities of the audited Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquired Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements contained of the Acquired Fund referred to above, liabilities incurred in the Registration Statementordinary course of business subsequent to December 31, the Time of Sale Prospectus 2005, liabilities previously disclosed to and the Prospectus. All disclosures contained accepted by PVC and liabilities which in the Registration Statement, any preliminary prospectus, the Prospectus aggregate have not been 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 will not be materially adverse 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 statementscondition, supporting schedules results of operations, business or other financial data filed with the Commission as a part assets of the Registration Statement, the Time of Sale Prospectus and the ProspectusAcquired Fund.

Financial Statements. The audited financial statements filed with of each of (x) Hycroft Mining Corporation (“Old Hycroft”) for the Commission two-year period ended December 31, 2019 and (y) the Company as a part of December 31, 2019 and 2018 (including the related notes thereto) and schedules included 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 each of Hycroft Mining Corporation and its consolidated subsidiaries, and the Company and its consolidated subsidiaries, respectively, as of the respective dates indicated thereof and the their results of their operations, changes in stockholders’ equity operations and cash flows for the respective periods specified. Such financial statements have been prepared covered thereby, in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods entire period involved, except as may be expressly stated in the related notes thereto General Disclosure Package 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 Prospectus present fairly presents the information called for in all material respects the information shown therein and has have been compiled on a basis consistent with that of the financial statements included therein and the books and records of each of Hycroft Mining Corporation and its consolidated subsidiaries, and the Company and its subsidiaries. The pro forma financial statements, if any, and the other pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements in all material respects and have been properly computed on the bases described therein. The assumptions used in the preparation of the pro forma financial statements, if any, and other pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. No other financial statements statements, schedules or supporting schedules reconciliations of “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) of the Company are required by the Act or the Rules and Regulations to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 General Disclosure Package 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 Prospectus, together with the related schedules and notes, present fairly, fairly in all material respects, respects the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be expressly stated therein. The selected financial data and the summary financial information included in the General Disclosure Package and the Prospectus present fairly in all material respect the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto and except is included in the case Registration Statement, the General Disclosure Package and the Prospectus, such pro forma financial statements and related notes 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. If applicable, such pro forma adjustments have been properly applied to the historical amounts in the compilation of unaudited the information and such information fairly presents with respect to the Company and its consolidated subsidiaries, the financial statementsposition, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified. No pro forma financial information is required to be included in the Registration Statement, the General Disclosure Package or the Prospectus which are subject to normal and recurring yearis not so included. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-end adjustments and do not contain certain footnotes GAAP financial measures” (as permitted such term is defined by the applicable 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 in all material respects 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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, filed as part of the Registration Statement and those included or incorporated by reference in the Prospectus present fairly in all material respects the financial position of the Company, its consolidated subsidiaries and each Acquired Entity, as applicable, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each Acquired Entity, as applicable, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent 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 related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. PricewaterhouseCoopers LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Time of Sale Prospectus Company and its subsidiaries, independent accountants 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 or incorporated by reference in the Prospectus present fairly, in all material respects, fairly the financial position information shown therein and have been compiled on a basis consistent with that of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such audited financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, or incorporated by reference therein, present fairly presents the information called for in all material respects and has 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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration StatementStatement or the Prospectus, any preliminary prospectusor incorporated by reference therein, 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 Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of 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 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 financial statements filed with and schedules included in the Commission as a part of the Registration StatementPreliminary Prospectus, the Time of Sale Prospectus and the Prospectus Registration Statement present fairly, in all material respects, fairly the financial position condition, results of operations and cash flows of the Company entities purported to be shown thereby on the basis shown therein as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated otherwise noted therein). The summary historical and pro forma financial and operating information set forth in the related notes thereto Preliminary Prospectus, the Prospectus 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 under the caption “Summary—Summary Historical and Pro Forma Financial and Operating Data” and the selected historical and pro forma financial and operating information called for set forth under the caption “Selected Historical and Pro Forma Financial and Operating Data” in the Preliminary Prospectus, the Prospectus and Registration Statement is accurately presented 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, the information set forth therein on a basis consistent with that of the audited and unaudited historical financial statements contained and pro forma financial statements, as applicable, from which it has been derived. The pro forma financial statements included in the Registration Statement, the Time of Sale Prospectus and the Preliminary Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus the Registration Statement include assumptions that constitute non-GAAP financial measures (as defined by provide a reasonable basis for presenting the rules significant effects directly attributable to the transactions and regulations under events described therein, the Securities Act related pro forma adjustments give appropriate effect to those assumptions, and the Exchange Act) pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Preliminary Prospectus, the Prospectus and the Registration Statement. The pro forma financial statements included in the Preliminary Prospectus, the Prospectus and the Registration Statement comply as to form in all material respects with Regulation G under the Exchange Act and Item 10 applicable accounting requirements of Regulation S-K X 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 Act and the Prospectuspro forma adjustments have been properly applied to the historical amounts in the compilation of those statements.

Financial Statements. The historical consolidated financial statements filed with the Commission as a part and schedules of the Registration StatementCompany and its consolidated Subsidiaries included in the Preliminary Prospectus, the Time of Sale Prospectus and the Prospectus Registration Statement present fairly, fairly in all material respects, respects the financial position condition, results of operations and cash flows of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements indicated, comply as to form in all material respects with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly otherwise noted therein). The selected financial data set forth under the caption “Selected Historical Consolidated and Unaudited Pro Forma Financial Data” in the Preliminary Prospectus, the Prospectus and Registration Statement present fairly in all material respects, on the basis stated in the related notes thereto Preliminary Prospectus, the Prospectus 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 Prospectusinformation included therein. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, the information set forth therein on a basis consistent with that of the audited pro forma financial statements contained included in the Registration Statement, the Time of Sale Prospectus and the Preliminary Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus the Registration Statement include assumptions that constitute non-GAAP financial measures (as defined by provide a reasonable basis for presenting the rules significant effects directly attributable to the transactions and regulations under events described therein, the Securities Act related pro forma adjustments give appropriate effect to those assumptions, and the Exchange Act) pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Preliminary Prospectus, the Prospectus and the Registration Statement. The pro forma financial statements included in the Preliminary Prospectus, the Prospectus and the Registration Statement comply as to form in all material respects with Regulation G under the Exchange Act and Item 10 applicable accounting requirements of Regulation S-K X 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 Act and the Prospectuspro forma adjustments have been properly applied to the historical amounts in the compilation of those statements.

Financial Statements. The financial statements filed with (including the Commission as a part related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations, operations and the changes in stockholders’ equity and their cash flows for the periods specified. Such ; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, 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 that are not material in the aggregate and do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language , and any 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 thereto. No other financial statements or supporting schedules are information required to be stated therein; and the other financial information included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under has been derived from the caption “Selected Financial Data” accounting records of the Company and its consolidated subsidiaries and presents fairly presents, in all material respects, respects the information set forth therein on a basis consistent with that of the audited shown thereby. There are no financial statements contained (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the ProspectusStatement that are not included as required. All disclosures contained in the Registration Statement, any preliminary prospectus, the Pricing 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 and regulations under of the Securities Act and the Exchange ActCommission) comply with Regulation G under of the Exchange Act Act, and Item 10 of Regulation S-K under of the Securities Act, as to the extent applicable. To , and the Company’s knowledge, no person who has been suspended pro forma financial information and the related notes thereto included 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 incorporated by the PCAOB, has participated reference 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 Pricing Disclosure Package and the Prospectus have been prepared in all material respects in accordance with the applicable requirements of Sale Prospectus the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Financial Statements. The financial statements filed with the Commission as a part of included in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package, together with the related schedules and notes, present fairly, in all material respects, fairly (1) the financial position of the Company as and its consolidated Subsidiaries (and the combined financial position of any predecessor entities) at the dates indicated and indicated; (2) the results of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (and the combined results of operations, stockholders’ equity, and cash flows of any predecessor entities) for the periods specified. Such ; and (3) the revenues and certain expenses of certain of the acquisition properties for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved; said financial statements have been prepared on a consistent basis with the books and records of the Company and its consolidated Subsidiaries (and any predecessor entities) in the case of the statements of financial position of the Company and its consolidated Subsidiaries (and the combined financial position of any predecessor entities) and the results of operations, except as may stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (and the combined results of operations, stockholders’ equity, and cash flows of any predecessor entities). The supporting schedules incorporated by reference into the Registration Statement, the Prospectus and General Disclosure Package present fairly in accordance with GAAP the information required to be expressly stated in therein. The unaudited pro forma consolidated financial statements and the related notes thereto and except included 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 into the Registration Statement fairly presents Statement, the information called for in all material respects Prospectus and has the General Disclosure Package (the “Pro Forma Financial Statements”) have been prepared in accordance with the Commission’s rules applicable requirements of Rules 11-01 and guidelines applicable thereto11-02 of Regulation S-X under the Act, and, in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, and the related adjustments used therein give appropriate effect to the transactions and circumstances referred to therein and the pro forma columns therein reflect the proper application of these adjustments to the corresponding historical financial statement amounts. No other All non-GAAP financial statements or supporting schedules are required to be measures included in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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) General Disclosure Package comply with the requirements of Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicableAct to the extent such rules are applicable to such financial statements. To Other than 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 historical financial statements, supporting financial statements prepared in accordance with Rule 3-14 of Regulation S-X under the Act, Pro Forma Financial Statements, and schedules relating thereto included in or other financial data filed with the Commission as a part of incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, no other historical or pro forma financial statements (or schedules) are required by the Act or the Securities Act Regulations to be included therein or in any document required to be filed with the Commission under the Exchange Act or the Exchange Act Regulations.

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 as of and its consolidated subsidiaries at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; and all such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1934 Act and the 1934 Act Regulations. The supporting schedules of the Company, except as may if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be expressly stated therein. The historical information of the Company in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Pro Forma 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 Company has reviewed the financial statements of Westfalia with its auditors, PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, and based upon such review, the financial statements (including the related notes thereto and except in the case thereto) 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 Westfalia included or incorporated by reference in the Registration Statement fairly presents Statement, the information called for General Disclosure Package and the Prospectus, present fairly, in all material respects respects, the financial position of Westfalia and has its consolidated subsidiaries as of the dates indicated and their results of operations and cash flows for the periods specified; except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, such financial statements have been prepared in conformity with the generally accepted accounting principles in Germany applied on a consistent basis as in effect as of the dates indicated, except as otherwise noted in such financial statements. 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 statements, except to be included the extent the Commission has granted specific relief to the Company from compliance with such rules and guidelines, 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 transactions and circumstances referred to therein; and the pro forma financial data set forth information appearing in each of the Registration Statement, the Time of Sale Pre-Pricing Prospectus and the Prospectus under the caption “Selected Summary—Summary Historical and Pro Forma Financial Data” presents fairly presents, in all material respects, respects the information set forth shown therein and has been compiled on a basis consistent with that of the 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, 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 As soon as reasonably available after the date of this Agreement, Monroe will deliver to ONB any additional audited consolidated financial statements filed with the Commission as a part of the Registration Statementwhich have been prepared on its behalf or at its direction, the Time monthly consolidated unaudited balance sheets and profit and loss statements of Sale Prospectus Monroe prepared for its internal use, Monroe Bank’s Call Reports for each quarterly period completed prior to the Effective Time, and all other financial reports or statements submitted to regulatory authorities after the Prospectus date hereof, to the extent permitted by law (collectively, “Subsequent Monroe Financial Statements”). The Subsequent Monroe Financial Statements will be prepared on a basis consistent with past accounting practices and GAAP to the extent applicable and shall present fairly, in all material respects, fairly the financial position condition and results of the Company operations as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States presented (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statementsfinancials or Call Report information for the absence of notes and/or year end adjustments). The Subsequent Monroe Financial Statements, including the notes thereto, will not include any assets, liabilities or obligations or omit to state any assets, liabilities or obligations, absolute or contingent, or any other facts, which are subject inclusion or omission would render such financial statements inaccurate, incomplete or misleading in any material respect. As soon as internally available after the date of this Agreement, ONB will deliver to normal Monroe any additional audited consolidated financial statements which have been prepared on its behalf or at its direction and recurring year-end adjustments the quarterly consolidated unaudited balance sheets and do not contain certain footnotes as permitted by the applicable rules profit and loss statements of the CommissionONB (collectively, “Subsequent ONB Financial Statements”). 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 Subsequent ONB Financial Statements will be 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, the information set forth therein on a basis consistent with that past accounting practices and GAAP to the extent applicable and shall present fairly the financial condition and results of operations as of the audited dates and for the periods presented (except in the case of unaudited financials or Call Report information for the absence of notes and/or year end adjustments). The Subsequent ONB Financial Statements, including the notes thereto, will not include any assets, liabilities or obligations or omit to state any assets, liabilities or obligations, absolute or contingent, or any other facts, which inclusion or omission would render such financial statements contained inaccurate, incomplete or misleading in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 Prospectusmaterial respect.

Financial Statements. The financial statements filed with and the Commission as a part related schedules and notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations, operations and the changes in stockholders’ equity and their cash flows for the periods specified. Such ; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) U.S. applied on a consistent basis throughout the periods involvedcovered thereby, except as may and the supporting schedules included or incorporated by reference in each of the Registration Statement, the Prospectus and the Time of Sale Information present fairly the information required to be expressly stated therein; the selected financial data and the summary financial information included or incorporated by reference in each of the Registration Statement, the Time of Sale Information and Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the related notes thereto Registration Statement, the Prospectus and except Time of Sale Information and have been prepared 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 accordance with the applicable rules requirements of the CommissionSecurities Act and the Exchange Act, as applicable. The interactive data in eXtensible Business Reporting Language (“XBRL”) included or incorporated by reference in each of the Registration Statement Statement, Prospectus and the Time of Sale Information 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 The financial statements required by Rule 3-14 of Regulation S-X and related notes (the “Statement of Revenues and Certain Operating Expenses”) relating to a property acquired by the Transaction Entities (the “Acquired Property”) included or supporting schedules are required to be incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information present fairly in all material respects the revenues and certain operating expenses of such properties for the periods specified, have been prepared in conformity with generally accepted accounting principles as applied in the U.S. applied in a consistent basis throughout the periods involved and have been prepared in accordance with the applicable financial statement requirements of Rule 3-14; The pro forma financial statements and the related notes thereto included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus Information and the Prospectus under the caption “Selected Financial Data” fairly presentspresent fairly, in all material respects, the information set forth therein on a basis consistent shown therein, have been prepared in all material respects in accordance with that of the audited Commission’s rules and guidelines with respect to pro forma financial statements contained and have been properly compiled on the bases described therein, and the assumptions used in the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus. All disclosures contained in adjustments used therein are appropriate to give effect to the Registration Statement, any preliminary prospectus, the Prospectus transactions 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 circumstances referred 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 Prospectustherein.

Financial Statements. The financial statements filed of the Company and the Acquired Company included or incorporated by reference in the General Disclosure Package and the Offering Memorandum, together with the Commission as a part of the Registration Statementrelated schedules (if any) and notes thereto, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the financial position of the Company as of and the Acquired Company, respectively, and their respective consolidated subsidiaries at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows of the Company and the Acquired Company, respectively, and their respective consolidated subsidiaries for the periods specified. Such All of such financial statements of the Company have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) , applied on a consistent basis throughout the periods involved, except 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 may be expressly stated applicable. All of such financial statements of the Acquired Company have been prepared in conformity with GAAP, applied on a consistent basis throughout the related notes thereto periods involved, and except comply in the case all material respects with all applicable requirements under Rule 3-05 of unaudited financial statements, which are subject to normal and recurring yearRegulation S-end adjustments and do not contain certain footnotes as permitted by the applicable rules X of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference historical financial information relating to the Company and the Acquired Company and their respective consolidated subsidiaries 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 in each of the Registration Statement, the Time of Sale Prospectus Preliminary Offering Memorandum and the Prospectus Offering Memorandum under the caption captions “Selected Summary Historical Consolidated Financial DataInformation of Beacon” fairly presentsand “Summary Historical Combined Financial Information of Allied” presents fairly, in all material respects, the information set forth shown therein and has been prepared on a basis consistent with that of the audited financial statements contained of the Company and the Acquired Company and their respective consolidated subsidiaries included or incorporated by reference in the Registration StatementGeneral Disclosure Package and the Offering Memorandum. The pro forma financial statements and the related notes thereto included in the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Unaudited Pro Forma Condensed Combined Financial Information” present fairly, in all material respects, the Time of Sale Prospectus information shown therein and have been prepared in all material respects in accordance with the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the Commission’s rules and regulations under the Securities Act and the Exchange Act) comply guidelines 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 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 pro forma financial statements, supporting schedules or other financial data filed and the assumptions used in the preparation thereof are reasonable and the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma information appearing in the Preliminary Offering Memorandum and the Offering Memorandum under the caption “Summary Unaudited Pro Forma Condensed Combined Financial Information” presents fairly, in all material respects, the information shown therein and has been prepared on a basis consistent with the Commission as a part that of the Registration Statement, pro forma financial statements included in the Time of Sale Prospectus Preliminary Offering Memorandum and the ProspectusOffering Memorandum.

Financial Statements. The December 31, 2001 and the September 30, 2002 consolidated financial statements filed with the Commission as a part of the Registration Statement, Borrower and its Subsidiaries heretofore delivered to the Time Lenders were prepared in accordance with Agreement Accounting Principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of Sale Prospectus the Borrower and its Subsidiaries at such date and the Prospectus present fairly, in all material respects, the financial position of the Company as of the dates indicated and the consolidated results of their operations, changes in stockholders’ equity and cash flows operations for the periods specifiedperiod then ended. Such The March 31, 2002 consolidated pro forma financial statements have been of FASCO heretofore delivered to the Lenders were prepared as special purpose audits in conformity accordance with generally accepted accounting principles as applied in effect on the United States (“GAAP”) applied on a consistent basis throughout the periods involveddate such statements were prepared and, 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 the assumptions stated therein, fairly present the consolidated financial condition and recurring year-end adjustments operations of FASCO at such date and do not contain certain footnotes as permitted by the applicable rules consolidated results of their operations for the Commissionperiod then ended. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly presents the information called for Opening Pro Forma Statements are complete and accurate in all material respects and has been prepared fairly represent pro forma financial condition and operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with generally accepted accounting principles in effect on the Commission’s rules date such statements were prepared and guidelines applicable theretoafter giving effect on a pro forma basis to (i) the consummation of the FASCO Acquisition, (ii) the Advances to be made hereunder and the use of proceeds thereof, (iii) the payment of fees and expenses in connection with the foregoing and (iv) the other transactions contemplated by the FASCO Acquisition and the FASCO Acquisition Documents. No other financial The Opening Projections are based on good faith estimates and assumptions made by the management of the Borrower, and there are no statements or supporting schedules conclusions in the Opening Projections which are required based upon or include information known to the Borrower to be included in misleading or which fail to take into account material information regarding the Registration Statementmatters reported therein. On the date of the initial Advance hereunder and on the date of the consummation of the FASCO Acquisition, the Time of Sale Prospectus Borrower believes that the Opening Projections are reasonable and attainable, it being understood that uncertainty is inherent in any forecasts or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 Prospectusprojections.

Financial Statements. The financial statements filed of the Company included or incorporated by reference in the Registration Statement and the Prospectus, together with the Commission as a part related schedules and notes, present fairly in all material respects the financial position of the Registration StatementCompany and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. To the knowledge of the Company, the Time financial statements of Sale TXU Gas included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of TXU Gas and its consolidated subsidiaries at and for the dates indicated and the statement of operations, stockholders' equity and cash flows of TXU Gas and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and the Prospectus with respect to the Company 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 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 of the Company and, to the knowledge of the Company, TXU Gas, as the case may be, included or incorporated by reference in the Registration Statement and the Prospectus. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and the Prospectus present fairly, in all material respects, the financial position of the Company as of the dates indicated and the results of their operationsinformation shown therein, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 1934 Act and the 1934 Act Regulations, including the Commission’s '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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give pro forma effect to the caption “Selected Financial Data” 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 transactions and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 circumstances referred 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 Prospectustherein.

Financial Statements. The financial statements filed with the Commission as a part of included in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package, together with the related financial statement schedule and notes, present fairly, in all material respects, fairly (1) the financial position of the Company as of Company, the Operating Partnership and their respective consolidated Subsidiaries at the dates indicated indicated; and (2) the results of their operations, changes in stockholders’ equity and cash flows of the Company, the Operating Partnership and their respective consolidated Subsidiaries for the periods specified. Such ; said financial statements have been prepared from the books and records of the Company, the Operating Partnership and their respective consolidated Subsidiaries in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The related financial statement schedule incorporated by reference into the Registration Statement, except the Prospectus and General Disclosure Package, when considered in relation to the basic consolidated financial statements taken as may a whole, presents fairly, in all material respects, the information required to be expressly stated therein. The selected financial data included in the Registration Statement, the Prospectus and General Disclosure Package present fairly the information set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included in the Registration Statement, Prospectus and General Disclosure Package. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. In addition, any pro forma financial statements and the related notes thereto and except set forth 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 Statement, the General Disclosure Package or the Prospectus present fairly presents the information called for in all material respects and has 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 and have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are required reasonable and the adjustments used therein are appropriate to be give effect to the transactions and circumstances referred to therein. All non-GAAP financial measures included in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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) General Disclosure Package comply with the requirements of Regulation G under the Exchange Act and Item 10 of Regulation S-K under of the Securities Act, as applicableAct Regulations to the extent such rules are applicable to such financial statements. To Other than 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 historical financial statements and financial statement schedule relating thereto and the PCAOB, has participated in or otherwise aided the preparation of, or audited, the pro forma financial statements, supporting schedules if any, included in or other financial data filed with the Commission as a part of incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the ProspectusGeneral Disclosure Package, no other historical or pro forma financial statements (or schedules) are required by the Act or the Securities Act Regulations to be included therein or in any document required to be filed with the Commission under the Exchange Act or the Exchange Act Regulations.

Financial Statements. The historical financial statements filed included in each Registration Statement, the General Disclosure Package and the Final 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 operations and cash flows of the Company and its Subsidiaries for the periods shown. Except as disclosed in the General Disclosure Package and the Final Prospectus, such financial statements comply as to form in all material respects with the Commission applicable accounting requirements of Regulation S-X and have been prepared in all material respects in conformity with GAAP applied on a consistent basis throughout the periods involved except as a part otherwise stated therein. The unaudited pro forma financial statements and the related notes thereto included under the heading “Pro Forma Consolidated and Combined Financial Statements” in the Preliminary Prospectus present fairly in all material respects the information contained therein and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustment used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. BDO USA, LLP has certified the audited financial statements of the Company included in the Registration Statement, General Disclosure Package and the Final Prospectus, and is an independent registered public accounting firm with respect to the Company and its Subsidiaries within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The other financial and statistical data included in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Final Prospectus under the captions “Summary Historical Consolidated Financial Data” and “Selected Historical Consolidated Financial Data” present fairly, in all material respects, the information shown therein and such data has been compiled on a basis consistent with the financial position statements presented therein and the books and records of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 CommissionCompany. The interactive data in eXtensible Business Reporting Language included Company does not have any material liabilities or incorporated by reference in obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within 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 theretomeaning of Financial Accounting Standards Board Interpretation No. No other financial statements or supporting schedules are required to be included 46), not disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 Final 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 and any Issuer Free Writing Prospectus, together with the Prospectus related schedules and notes, present fairly, fairly in all material respects, respects the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may noted therein. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be expressly stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly in all material respect the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement. In addition, if any pro forma financial statements of the Company and its subsidiaries and the related notes thereto and except is included in the case Registration Statement, the Prospectus and any Issuer Free Writing Prospectus, such pro forma financial statements and related notes 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, in each case, in all material respects, 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. If applicable, such pro forma adjustments have been properly applied to the historical amounts in the compilation of unaudited the information and such information fairly presents with respect to the Company and its consolidated subsidiaries, the financial statementsposition, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified. No pro forma financial information is required to be included in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus which are subject to normal and recurring yearis not so included. All disclosures contained in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus regarding “non-end adjustments and do not contain certain footnotes GAAP financial measures” (as permitted such term is defined by the applicable 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. 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 in all material respects 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 StatementPrior to Closing, the Time of Sale Prospectus EmployUS shall obtain its audited balance sheet and the Prospectus present fairly, in all material respects, the financial position related audited statements of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specifiedperiod from inception through December 31, 2012 together with the notes to such statements and the opinion of Mxxxxx LLP, independent certified public accountants. Such All such financial statements have been prepared in conformity accordance with generally accepted accounting principles as consistently applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The balance sheets are true and accurate and present fairly as of their respective dates the financial condition of EmployUS. As of the date of such balance sheets, except as may and to the extent reflected or reserved against therein, EmployUS had no liabilities or obligations (absolute or contingent) which should be expressly stated reflected in the related balance sheets or the 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 generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the Commission’s rules value of the assets of EmployUS, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and guidelines applicable thereto. No other financial statements or supporting schedules are cash flows reflect fairly the information required to be included set forth therein by generally accepted accounting principles. Except as disclosed in the Registration StatementSchedule 3.4, the Time of Sale Prospectus EmployUS has duly and punctually paid all Governmental fees and taxation which it has become liable to pay and has duly allowed for all taxation reasonably foreseeable and is under no liability to pay any penalty or the Prospectusinterest in connection with any claim for governmental fees or taxation and EmployUS has made any and all proper declarations and returns for taxation purposes and all information contained in such declarations and returns is true and complete and full provision or reserves have been made in its financial statements for all Governmental fees and taxation. The books and records, financial data set forth in each and otherwise, of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presentsEmployUS are, in all material respectsaspects, the information set forth therein on a basis consistent complete and correct and have been maintained in accordance with that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus good business and the Prospectusaccounting practices. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 EmployUS’ assets are reflected on its financial statements, supporting schedules and EmployUS has no material liabilities, direct or other financial data filed with the Commission as a part of the Registration Statementindirect, the Time of Sale Prospectus and the Prospectusmatured or unmatured, contingent or otherwise.

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, in all material respects, the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto, if any, included in the Registration Statement or the Prospectus present fairly, in all material respects, the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented 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 financial data set forth in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Selected Financial Data” fairly presentspresent fairly, in all material materials 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 Statement and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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) ), if any, 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 historical financial statements filed with (including the Commission as a part of related notes and supporting schedules) included in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus present fairly, (and any amendment or supplement thereto) comply as to form in all material respects, respects with the requirements of Regulation S-X under the Securities Act and present fairly in all material respects the financial position of the Company as of the dates indicated and the condition, results of their operations, changes in stockholders’ equity operations and cash flows of the entities purported to be shown thereby at the dates and for the periods specified. Such financial statements indicated and have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedindicated, except as may be expressly stated in to 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 Commissionextent disclosed therein. The interactive summary historical financial and operating data in eXtensible Business Reporting Language included or incorporated by reference under the caption “Summary—Summary Historical and Pro Forma Financial and Operating Data” in the Registration Statement fairly presents Statement, the information called for Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) and the selected historical and pro forma financial and operating data set forth under the caption “Selected Historical and Pro Forma Financial and Operating Data” included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Partnership (or its predecessor for accounting purposes), including non-GAAP financial measures contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been prepared derived from the accounting records of the Partnership Entities or their predecessors for accounting purposes, fairly presents in accordance all material respects the information purported to be shown thereby and complies with Regulation G of the Commission’s rules Exchange Act and guidelines applicable theretoItem 10 of Regulation S-K of the Securities Act, to the extent applicable. No other There are no financial statements (historical or supporting schedules 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 in each of the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under that are not so included as required and the caption “Selected Financial Data” fairly presentsPartnership Entities do not have any material liabilities or obligations, in all material respectsdirect or contingent (including any off-balance sheet obligations), the information set forth therein on a basis consistent with that of the audited financial statements contained not described in the Registration StatementStatement (excluding the exhibits thereto), the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 Pricing Disclosure Package and the Prospectus.

Financial Statements. The historical consolidated and combined 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, fairly the consolidated financial position of the Company and the Subsidiaries and the NSA Predecessor (as defined herein) and its subsidiaries as of the dates indicated and the their respective consolidated and combined results of their operations, changes in stockholders’ equity (deficit) and cash flows for the periods specified. The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. The statements of revenues and certain expenses filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the revenues and certain expenses related to the operations of each of properties or group of properties identified in statements of revenues and certain expenses for the periods specified. Such financial statements and supporting schedule and statements of revenues and certain expenses have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 The pro forma condensed consolidated financial statements of the Company and the Subsidiaries and the related notes filed with the Commission as part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented 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. Except as included therein, no other historical or pro forma financial statements or supporting schedules or statements of revenues and certain expenses are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, the Time of Sale 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 schedules, statements of revenues and certain expenses 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 audited consolidated financial statements (including the related notes) included in the Company SEC Reports and in the reports filed by the Company with the Commission Federal Reserve Board, as a part of their respective dates, complied in all material respects with applicable accounting requirements and the published rules and regulations of the Registration StatementSEC and Federal Reserve Board with respect thereto, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the consolidated financial position of the Company as of the dates indicated condition and the results of their operations, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries, at the dates and for the periods specified. Such financial statements have been indicated, and were prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated . The unaudited consolidated financial statements (including the related notes) included in the related notes thereto and except in the case Company SEC Reports, as of unaudited financial statementstheir respective dates, 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 complied in all material respects with applicable accounting requirements and has been prepared in accordance with the Commission’s published 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 in each regulations of the Registration StatementSEC with respect thereto, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presentspresent fairly, in all material respects, the information set forth therein consolidated financial condition and results of operations, changes in stockholders’ equity and cash flows of the Company and its Subsidiaries, at the dates and for the periods indicated, and were prepared in conformity with GAAP applied on a basis consistent with basis, except that such unaudited consolidated financial statements may omit statements of changes in financial position and certain footnote disclosures required by GAAP as permitted by Form 10-Q under the 1934 Act and are subject to normal year-end audit adjustments. Neither the Company nor any Subsidiary has any Liabilities or obligations that are of a nature (whether known, unknown, accrued, absolute, contingent or otherwise and whether due or to become due) that would be required to be reflected or reserved against on a consolidated balance sheet of the audited Company and its Subsidiaries prepared in accordance with GAAP, or in the notes thereto, other than any Liabilities to the extent (i) reserved against, reflected or disclosed on the most recent consolidated balance sheet of Company and its Subsidiaries contained in the Available Company SEC Documents, including the notes to financial statements contained therein, (ii) incurred in the Registration Statement, ordinary course of business consistent with past practice since the Time date of Sale Prospectus and the Prospectus. All disclosures contained most recent financial statements included in the Registration Statement, any preliminary prospectus, 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 firmAvailable Company SEC Documents, or who has failed (iii) that, individually or in the aggregate, have not had and would not reasonably be expected 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 have a part of the Registration Statement, the Time of Sale Prospectus and the ProspectusMaterial Adverse Effect.

Financial Statements. The historical financial statements filed of the Company included and incorporated by reference in the Registration Statement and the Prospectus, together with the Commission as a part of the Registration Statementrelated schedules and notes, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, fairly the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statements of their operations, changes in stockholdersshareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with United States generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. To the Company’s knowledge, except as may be expressly stated in the historical financial statements of the Golden Gallon Group, together with the related notes thereto schedules and except in the case of unaudited financial statementsnotes, 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 and the Prospectus, present fairly presents the financial position of the Golden Gallon Group at the dates indicated and the statements of income, Royal Ahold stated invested equity and cash flows of the Golden Gallon Group for the periods specified; said financial statements have been prepared in conformity with United States GAAP applied on a consistent basis throughout the periods involved. The selected historical financial data and the summary historical financial information included in the Registration Statement and the Prospectus present fairly the information called for shown therein and have been compiled on a basis consistent with that of the audited financial statements included in all material respects the Registration Statement and has the Prospectus. The pro forma financial statements and pro forma financial information of the Company, its subsidiaries and entities acquired by the Company or its subsidiaries and the related notes thereto, included and incorporated by reference in the Registration Statement and the Prospectus, present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other with respect to pro forma financial statements or supporting schedules and pro forma financial information and have been properly compiled on the bases described therein, and the Company believes that 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 financial statements and pro forma financial statements required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under pursuant to the caption “Selected Financial Data” fairly presents, in all material respects1933 Act, the information set forth therein on a basis consistent with that of the audited financial statements contained 1933 Act Regulations and Regulation S-X have been included in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus present fairlyProspectus, together with the related schedules and notes, are accurate in all material respects, respects and present fairly the financial position of the Company as of and its consolidated Subsidiaries (defined below), at the dates indicated and the results statement of their operations, changes in stockholdersshareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as may if any, present fairly in accordance with GAAP the information required to be expressly stated therein. No other financial statements are required to be set forth in the related notes thereto Registration Statement, the General Disclosure Package or the Prospectus. The selected financial data and except the summary financial information included or incorporated by reference in the case of unaudited financial statementsGeneral Disclosure Package and the Prospectus present fairly the information shown therein and, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules where applicable, have been compiled on a basis consistent with that of the Commission. The interactive data in eXtensible Business Reporting Language audited financial statements included or incorporated by reference in the Registration Statement or the Prospectus. The pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other 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 Time of Sale Prospectus General Disclosure Package or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, 1933 Act or 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 Prospectus1933 Act Regulations. All disclosures contained in the Registration Statement, any preliminary prospectusthe General Disclosure Package or the Prospectus, the Prospectus and any free writing prospectus 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 1934 Act and Item 10 of Regulation S-K under of the Securities 1933 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 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, Company included in Private Placement Memorandum present fairly 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 indicated and present fairly the results of their operations, changes in stockholders’ equity operations and cash flows for flow of the periods specifiedCompany and its consolidated subsidiaries of and at the dates indicated. The financial statements of NEG Oil & Gas, LLC included in the Private Placement Memorandum present fairly the consolidated financial position of NEG Oil & Gas, LLC and its consolidated subsidiaries as of and at the dates indicated and present fairly the results of operations and cash flow of NEG Oil & Gas, LLC and its consolidated subsidiaries of and at the dates indicated. Such financial statements of the Company and NEG Oil & Gas, LLC comply as to form with the applicable accounting requirements of Regulation S-X and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) GAAP applied on a consistent basis 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus Private Placement Memorandum under the caption captions “Summary—Summary SxxxXxxxx Consolidated Historical Financial Data”, “Summary— Summary NEG Oil & Gas Consolidated Historical Financial Data”, “Capitalization”, “SxxxXxxxx Energy Selected Historical Financial Data” and “NEG Selected Historical Financial Data” fairly presents, in all material respects, present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement, Private Placement Memorandum. The pro forma condensed consolidated financial statements of the Time of Sale Prospectus Company and its subsidiaries and the Prospectus. All disclosures contained related notes thereto and the other pro forma financial data included in the Registration Statement, any preliminary prospectus, Private Placement Memorandum have been prepared in accordance with the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the Commission’s rules and regulations under guidelines with respect to pro forma financial statements and have been properly presented on the Securities Act basis described therein, 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 assumptions used 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 thereof are reasonable and the Prospectusadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements. The financial statements filed with the Commission as a part of the Registration Statement, Company and its subsidiaries and the related notes thereto included in each of the Time of Sale Prospectus Information and the Prospectus Offering Memorandum present fairly, fairly in all material respects, respects the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, operations and the changes in stockholders’ equity and their cash flows for the periods specified. Such ; such financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, applied on a consistent basis throughout the respective periods covered thereby; the other financial information included in each of the Time of Sale Information and the Offering Memorandum has been derived from the accounting records of the Company and its subsidiaries and presents fairly the information shown thereby and the financial information included in each of the Time of Sale Information and the Offering Memorandum presented under Canadian generally accepted accounting principles as applied in the United States (“Canadian GAAP”) has been derived from financial statements of the Company prepared in conformity with Canadian GAAP, applied on a consistent basis throughout the periods involvedcovered thereby; and the pro forma consolidated statement of operations for the twelve month period ended June 30, except as may be expressly stated in 2013 and the related notes thereto and except included 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 each of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in Time of Sale Information and the Registration Statement fairly presents the information called for in all material respects and Offering Memorandum has been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other guidance set forth in National Instrument 51-102- Continuous Disclosure Obligations with respect to pro forma financial statements or supporting schedules information, and the assumptions underlying such pro forma financial information are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data reasonable and are set forth in each of the Registration Statement, Time of Sale Information and the Offering Memorandum. The financial statements of CGA Mining Limited and its subsidiaries and the related notes thereto included in each of the Time of Sale Prospectus Information and the Prospectus under the caption “Selected Financial Data” Offering Memorandum present fairly presents, in all material respectsrespects the financial position of CGA Mining Limited and its subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with IFRS as issued by the International Accounting Standards Board, the information set forth therein applied on a consistent basis consistent with that of throughout the 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 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 Prospectusrespective periods covered thereby.

Financial Statements. The As soon as reasonably available after the date of this Agreement, LSB will deliver to ONB any additional audited consolidated financial statements filed with the Commission as a part of the Registration Statementwhich have been prepared on its behalf or at its direction, the Time monthly consolidated unaudited balance sheets and profit and loss statements of Sale Prospectus LSB prepared for its internal use, Bank’s Call Reports for each quarterly period completed prior to the Effective Time, and all other financial reports or statements submitted to regulatory authorities after the Prospectus date hereof, to the extent permitted by law (collectively, “Subsequent LSB Financial Statements”). The Subsequent LSB Financial Statements will be prepared on a basis consistent with past accounting practices and GAAP to the extent applicable and shall present fairly, in all material respects, fairly the financial position condition and results of the Company operations as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States presented (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statementsfinancials or Call Report information for the absence of notes and/or yearend adjustments). The Subsequent LSB Financial Statements, including the notes thereto, will not include any assets, liabilities or obligations or omit to state any assets, liabilities or obligations, absolute or contingent, or any other facts, which are subject inclusion or omission would render such financial statements inaccurate, incomplete or misleading in any material respect. As soon as internally available after the date of this Agreement, ONB will deliver to normal LSB any additional audited consolidated financial statements which have been prepared on its behalf or at its direction and recurring year-end adjustments the quarterly consolidated unaudited balance sheets and do not contain certain footnotes as permitted by the applicable rules profit and loss statements of the CommissionONB (collectively, “Subsequent ONB Financial Statements”). 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 Subsequent ONB Financial Statements will be 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, the information set forth therein on a basis consistent with that past accounting practices and GAAP to the extent applicable and shall present fairly the financial condition and results of operations as of the audited dates and for the periods presented (except in the case of unaudited financials or Call Report information for the absence of notes and/or yearend adjustments). The Subsequent ONB Financial Statements, including the notes thereto, will not include any assets, liabilities or obligations or omit to state any assets, liabilities or obligations, absolute or contingent, or any other facts, which inclusion or omission would render such financial statements contained inaccurate, incomplete or misleading in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 Prospectusmaterial respect.

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, filed as part of the Registration Statement and those included in the Prospectus present fairly in all material respects the financial position of the Company, and its consolidated subsidiaries and each Acquired Entity as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each Acquired Entity for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis and comply with the requirements of Regulation S-X promulgated by the Commission. Deloitte & Touche LLP, whose report is filed with the Commission as a part of the Registration Statement, are, with respect to the Time Company and its subsidiaries, an independent registered public accounting firm within the meaning of Sale the Securities Act and the Regulations and has 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, in all material respects, the financial position of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration StatementStatement or the Prospectus, any preliminary prospectusor incorporated by reference therein, 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 with Regulation G under of the Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of 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 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, and the Commission as a part of related notes thereto, included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus present fairly, General Disclosure Package comply in all material respectsrespects with the applicable requirements of the Act and the Exchange Act, as applicable. The audited financial statements and the related notes thereto included or incorporated by reference in the Registration Statement and General Disclosure Package present fairly the consolidated financial position of the Company Company, Blue Diamond Parts, LLC (“Blue Diamond”), Monaco Coach Corporation (“Monaco”) and their respective subsidiaries, as of the dates indicated applicable, and the results of their operations, respective operations and the changes in stockholders’ equity their respective consolidated cash flows, as of the dates and cash flows for the periods specified. Such indicated, and said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in ; the unaudited consolidated financial statements and 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 and General Disclosure Package present fairly presents the consolidated financial position of the Company, Blue Diamond, Monaco and their respective subsidiaries, as applicable, as of the dates and for the periods indicated and the results of their operations and the changes in their consolidated cash flows, subject to year-end audit adjustments, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved and have been prepared on a basis substantially consistent with that of the audited financial statements referred to above except as otherwise stated therein; the summary and selected financial and statistical data included in the Registration Statement and General Disclosure Package present fairly the information called for shown therein and have been prepared and compiled on a basis consistent with the audited and unaudited financial statements of the Company, except as otherwise stated therein; the pro forma financial information and the related notes thereto included or incorporated by reference in all material respects the Registration Statement and has General Disclosure Package have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other guidance with respect to pro forma financial information and the assumptions used in preparing the pro forma financial statements or supporting schedules are required to be included in the Registration StatementStatement and General Disclosure Package provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the Time related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of Sale Prospectus or those adjustments to the Prospectus. The corresponding historical financial data set forth in each statement amounts; KPMG LLP, who are reporting upon the audited consolidated financial statements of the Registration StatementCompany and its consolidated subsidiaries (each a “Subsidiary,” and collectively, the Time of Sale Prospectus “Subsidiaries”) and Blue Diamond, are independent public accountants as defined in the Prospectus under Act; and PricewaterhouseCoopers LLP, who are reporting upon the caption “Selected Financial Data” fairly presents, in all material respects, the information set forth therein on a basis consistent with that audited consolidated financial statements of the audited financial statements contained Monaco and its consolidated subsidiaries, are independent public accountants as defined in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 historical consolidated and combined 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, fairly the consolidated financial position of the Company and the Subsidiaries and the NSA Predecessor (as defined herein) and its subsidiaries as of the dates indicated and the their respective consolidated and combined results of their operations, changes in stockholders’ equity (deficit) and cash flows for the periods specified. The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. The statements of revenues and certain expenses filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the revenues and certain expenses related to the operations of each of properties or group of properties identified in statements of revenues and certain expenses for the periods specified. Such financial statements and supporting schedule and statements of revenues and certain expenses have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 The pro forma condensed consolidated financial statements of the Company and the Subsidiaries and the related notes filed with the Commission as part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented 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. Except as included therein, no other historical or pro forma financial statements or supporting schedules or statements of revenues and certain expenses are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, the Time of Sale 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 schedules, statements of revenues and certain expenses or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.financial

Financial Statements. The consolidated historical financial statements filed with and schedules of the Commission as a part of predecessor to the Partnership and its consolidated subsidiaries included in the Registration Statement, the Time of Sale Preliminary Prospectus and the Prospectus present fairly, in all material respects, fairly the financial position condition, results of operations and cash flows of the Company predecessor to the Partnership as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated in the related notes thereto otherwise noted therein). The consolidated historical financial statements 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 schedules 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 Partnership 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 its consolidated subsidiaries included in the Registration Statement, the Time Preliminary Prospectus and the Prospectus present fairly the financial condition, results of Sale Prospectus or operations and cash flows of the ProspectusPartnership as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as otherwise noted therein). The financial data set forth audited balance sheet of the General Partner as of February 28, 2007 included in each of the Registration Statement, the Time Preliminary Prospectus and the Prospectus presents fairly the financial condition of Sale General Partner as of the date indicated, complies as to form with the applicable accounting requirements of the Act and has been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the period involved (except as otherwise noted therein). The unaudited balance sheet of the General Partner as of September 30, 2007 included in the Registration Statement, the Preliminary Prospectus and the Prospectus presents fairly the financial condition of General Partner as of the date indicated, complies as to form with the applicable accounting requirements of the Act and has been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the period involved (except as otherwise noted therein). The pro forma financial statements of the Partnership and its consolidated subsidiaries included in the Registration Statement, the Preliminary Prospectus and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The pro forma financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The summary historical financial and operating information set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus under the caption “Selected Summary—Summary Historical Financial and Operating Data” fairly presents, in all material respects, and the selected historical financial and operating information set forth therein on a basis consistent with that of under the audited financial statements contained caption “Selected Historical Financial and Operating Data” in the Registration Statement, the Time of Sale Preliminary Prospectus and the Prospectus. All disclosures contained Prospectus is fairly presented in all material respects and prepared on a basis consistent with the Registration Statement, any preliminary prospectus, the Prospectus audited and any free writing prospectus that constitute non-GAAP unaudited historical 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 statements from which it has been suspended or barred from being associated with a registered public accounting firmderived, 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 Prospectusunless expressly noted otherwise.

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 present fairly, fairly in all material respects, respects the consolidated financial position of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods 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 generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Prospectus Supplement Summary—Summary Historical Consolidated Financial DataInformation,” fairly presents, present in all material respects, 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 audited financial statements filed with of each of (x) Hycroft Mining Corporation (“Old Hycroft”) for the Commission two-year period ended December 31, 2019 and (y) the Company as a part of December 31, 2019 and 2018 (including the related notes thereto) and ​ ​ ​ ​ schedules included 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 each of Hycroft Mining Corporation and its consolidated subsidiaries, and the Company and its consolidated subsidiaries, respectively, as of the respective dates indicated thereof and the their results of their operations, changes in stockholders’ equity operations and cash flows for the respective periods specified. Such financial statements have been prepared covered thereby, in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods entire period involved, except as may be expressly stated in the related notes thereto General Disclosure Package 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 Prospectus present fairly presents the information called for in all material respects the information shown therein and has have been compiled on a basis consistent with that of the financial statements included therein and the books and records of each of Hycroft Mining Corporation and its consolidated subsidiaries, and the Company and its subsidiaries. The pro forma financial statements, if any, and the other pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements in all material respects and have been properly computed on the bases described therein. The assumptions used in the preparation of the pro forma financial statements, if any, and other pro forma financial information included in the Registration Statement, the General Disclosure Package and the Prospectus are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. No other financial statements statements, schedules or supporting schedules reconciliations of “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) of the Company are required by the Act or the Rules and Regulations to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 General Disclosure Package and the Prospectus.

Financial Statements. The historical financial statements filed with (including the Commission as a part related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the historical financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations, operations and the changes in stockholders’ equity and their cash flows for the periods specified. Such ; such historical financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, except as may be expressly stated in the related notes thereto and except in the case of unaudited unaudited, interim historical financial statements, which are statements subject to normal and recurring year-end adjustments and which do not contain certain footnotes as permitted by the applicable rules of the Commission. The interactive data in eXtensible Business Reporting Language , and any supporting schedules included or incorporated by reference in the Registration Statement present fairly presents the information called for required to be stated therein; and the other historical financial information of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; and has any pro forma financial information and related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (i) have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. No other Article 11 of Regulation S-X with respect to pro forma financial statements or supporting schedules are required to be and (ii) have been properly presented on the bases described therein; the assumptions underlying such pro forma financial information included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under are a reasonable basis for presenting the caption effects attributable to the transactions and circumstances referred to therein and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. All “Selected Financial Datanon-GAAP financial measures” fairly presents, (as such term is defined in all material respects, the information set forth therein on a basis consistent with that rules and regulations of the audited financial statements contained Commission) included or incorporated by reference 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 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 to the extent applicable, in all material respects. 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 statementsstatements of WageWorks, supporting schedules Inc. (including the related notes thereto) and its consolidated subsidiaries included or other financial data filed with the Commission as a part of incorporated by reference in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the ProspectusProspectus present fairly in all material respects the consolidated financial position of WageWorks, Inc. and its consolidated subsidiaries as of the dates indicated and the consolidated results of their operations for the periods specified; and, except as stated therein, to the Company’s knowledge, such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis.

Financial Statements. The historical financial statements filed with (including the Commission as a part of related notes and supporting schedules) included in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus present fairly, (and any amendment or supplement thereto) comply as to form in all material respects, respects with the requirements of Regulation S-X under the Securities Act and present fairly in all material respects the financial position of the Company as of the dates indicated and the condition, results of their operations, changes in stockholders’ equity operations and cash flows of the entities purported to be shown thereby at the dates and for the periods specified. Such financial statements indicated and have been prepared in conformity with accounting principles generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 summary historical financial and operating data in eXtensible Business Reporting Language included or incorporated by reference under the caption “Summary—Summary Historical and Unaudited Pro Forma Financial Data” in the Registration Statement fairly presents Statement, the information called for Disclosure Package and the Prospectus (and any amendment or supplement thereto) and the selected historical financial and operating data set forth under the caption “Selected Historical and Unaudited Pro Forma Financial Data” included in the Registration Statement, the Disclosure Package and the Prospectus (and any amendment or supplement thereto) is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived, except as described therein. The other financial information of the Partnership (or its predecessor for accounting purposes (the “Predecessor”)), the Operating Subsidiaries, Mars and the Mardi Gras Joint Ventures, including non-GAAP financial measures contained in the Registration Statement, the Disclosure Package and the Prospectus, has been prepared derived from the accounting records of the Partnership Entities, Mars and the Mardi Gras Joint Ventures or their predecessors for accounting purposes, fairly presents in accordance all material respects the information purported to be shown thereby and complies with Regulation G of the Commission’s rules Exchange Act and guidelines applicable theretoItem 10 of Regulation S-K of the Securities Act, to the extent applicable. No other There are no financial statements (historical or supporting schedules pro forma) that are required to be included in the Registration Statement, the Time of Sale Preliminary Prospectus and the Prospectus that are not so included as required and the Partnership Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Preliminary Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 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 financial position of the Company as of the dates indicated and the results of their its operations, changes in stockholdersshareholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 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 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 General Disclosure Package and the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus under the caption “Selected Financial Data” fairly presents, present in all material respects, 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 General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, Statement and the Prospectus and any free writing prospectus Issuer Free Writing Prospectus, or incorporated by reference therein, 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 of the Commission Predecessor (as a part of defined in the Registration Statement) and the 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, fairly in all material respects, respects the respective financial position of the Company as of Predecessor and the Partnership and their respective consolidated subsidiaries at the dates indicated and the results of their operations, changes in stockholdersmembers’ equity equity/partners’ capital, as applicable, and cash flows of the Predecessor and its consolidated subsidiaries for the periods specified. Such ; and all such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules, except as may if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be expressly stated therein. The historical financial information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The unaudited pro forma condensed financial statements and 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 Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has 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 transactions and circumstances referred to therein; and the pro forma financial data set forth information appearing in each of the Registration Statement, the Time of Sale Pre-Pricing Prospectus and the Prospectus under the caption captions “Selected Summary Historical and Pro Forma Financial Data” and “Selected Historical and Pro Forma Financial Data” presents fairly presents, in all material respects, respects the information set forth shown therein and has been compiled on a basis consistent with that of the audited unaudited pro forma condensed 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, 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 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 subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. The supporting schedules included in the Registration Statement, if any, present fairly the information required to be stated 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 (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial DataProspectus Supplement Summary” fairly presentspresent, 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 included in the Registration Statement, the Time of Sale Preliminary Prospectuses, the Prospectus and the Prospectus Permitted Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly, fairly in all material respects, respects the consolidated financial position of the Company Partnership, Pipeline and ONEOK as of the dates indicated and the results consolidated statements of their operations, cash flows and changes in stockholderspartners’ equity of the Partnership, Pipeline and cash flows ONEOK for the periods specified. Such financial statements specified and have been prepared in compliance with the requirements of the Act and Exchange Act and in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout during the periods involved; all pro forma financial statements or data included in the Registration Statement, except as may be expressly stated the Preliminary Prospectuses, the Prospectus and the Permitted Free Writing Prospectuses, if any, (excluding the pro forma information set forth under the caption “Our Cash Distribution Policy and Restrictions on Distributions—Unaudited Pro Forma Available Cash” and the related notes) comply with the requirements of the Act (including, without limitation, Regulation S-X under the Act) (including, without limitation, Regulation G under the Act and the Exchange Act), Item 10 under Regulation S-K and Financial Interpretation No. 46, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; and the other financial and statistical data contained set forth in the Registration Statement, the Preliminary Prospectuses, the Prospectus and any Permitted Free Writing Prospectuses are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Eagle Rock Entities. The assumptions and forecasts underlying the pro forma information set forth under the caption “Our Cash Distribution Policy and Restrictions on Distributions—Unaudited Pro Forma Available Cash” and 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 Statement, the information called for Preliminary Prospectuses and the Prospectus (and any similar information, if any, contained in all material respects and has been prepared any Permitted Free Writing Prospectus) are, in accordance with the Commission’s rules and guidelines applicable theretoinformed judgment of management of the Eagle Rock Entities, reasonable. No other There are no financial statements (historical or supporting schedules pro forma) that are required to be included in the Registration Statement, the Time of Sale any Preliminary Prospectus or the ProspectusProspectus that are not included as required. The financial data set forth in each of the Registration StatementEagle Rock Entities do not have any material liabilities or obligations, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presentsdirect or contingent (including any off-balance sheet obligations), in all material respects, the information set forth therein on a basis consistent with that of the audited financial statements contained not described in the Registration StatementStatement (excluding the exhibits thereto), the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 each Preliminary Prospectus and the Prospectus.

Financial Statements. The financial statements filed together with related notes and schedules of the Commission as a part Company and its subsidiaries and of any companies, other entities or properties acquired or to be acquired by the Company, in each case included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus, present fairly, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will present fairly, at all material respectstimes during the effectiveness of this Agreement, the financial position of the Company as of the dates indicated condition and the results of their operationsoperations of the Company and its subsidiaries and of such companies, changes in stockholders’ equity entities and cash flows properties, as the case may be, at the indicated dates and for the periods specifiedindicated periods. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles as of accounting, consistently applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, and all adjustments necessary for a fair presentation of results for such periods have been made (except as may be expressly stated to the extent that, in accordance with the 1934 Act and the rules and regulations of the Commission thereunder, certain footnotes have been omitted from the financial statements included in the related notes thereto and except Quarterly Reports on Form 10-Q of the Company, incorporated by reference in the case of unaudited financial statementsRegistration Statement, which are subject to normal the General Disclosure Package and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the CommissionProspectus). The interactive summary financial and statistical data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and Prospectus present fairly presents the information called for shown therein and have been compiled on a basis consistent with the financial statements presented therein; the pro forma financial statements and related notes thereto included or incorporated by reference in all material respects the Registration Statement, the General Disclosure Package and has 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 assumption used in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration Statement, any preliminary prospectus, the General 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 1933 Act Regulations of the Securities Act and the Exchange ActCommission) comply with Regulation G under the Exchange 1934 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 Statement1933 Act Regulations, to the Time of Sale Prospectus and the Prospectusextent applicable.

Financial Statements. The financial statements filed of the Company included in the Registration Statement and the Prospectus, together with the Commission as a part of the Registration Statementrelated schedules and notes, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, fairly the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ ' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“"GAAP”") applied on a consistent basis throughout the periods involved. The financial statements of PCS included in the Registration Statement and the Prospectus, except as may together with the related schedules and notes, present fairly the financial position of PCS and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of PCS and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The financial statements of TCA included in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position of TCA and its consolidated subsidiaries at the date indicated and the statement of operations, stockholders' equity and cash flows of TCA and its subsidiaries for the period specified; said financial statements have been prepared in conformity with GAAP. The supporting schedules, if any, included in the Registration Statement and the Prospectus present fairly in accordance with GAAP the information required to be expressly stated in therein. The pro forma financial statements of the Company and its consolidated subsidiaries and 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 and the Prospectus present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s '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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 circumstances referred 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 Prospectustherein.

Financial Statements. As of December 31, 2016, the Partnership would have had, on the consolidated, pro forma basis indicated in the Registration Statement, the Time of Sale Prospectus and the Prospectus, a capitalization as set forth therein. The financial statements filed with (including the Commission as a part of related notes and supporting schedules) and other financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly, (and any amendment or supplement thereto) comply as to form in all material respectsrespects with the requirements of Regulation S-X under the Securities Act, and present fairly in all material respects the financial position of the Company as of the dates indicated and the position, results of their operations, changes in stockholders’ equity operations and cash flows of the entities purported to be shown thereby on the basis stated therein at the respective dates or for the respective periods specified. Such financial statements to which they apply and have been prepared in conformity accordance with generally accepted accounting principles as U.S. GAAP consistently applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated to the extent disclosed therein. The summary historical and pro forma financial and operating data under the caption “Summary Historical and Pro Forma Combined Financial and Operating Data” contained in the related notes thereto Registration Statement, the Time of Sale Prospectus and except the Prospectus (and any amendment or supplement thereto) and the selected historical and pro forma financial and operating data set forth under the caption “Selected Historical and Pro Forma Combined Financial and Operating Data” contained in the case Registration Statement, the Time of Sale Prospectus and the Prospectus (and any amendment or supplement thereto) are prepared on a basis consistent with the audited and unaudited historical combined and consolidated financial statements and pro forma financial statements, as applicable, from which are subject to normal they have been derived 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 present in all material respects the information shown thereby. The pro forma combined financial statements and has been prepared other pro forma financial information contained in accordance the Registration Statement, the Time of Sale Prospectus and the Prospectus (and any amendment or supplement thereto) comply as to form in all material respects with the Commission’s rules requirements of Regulation S-X under the Securities Act, and, in the opinion of the management of the Partnership, the assumptions used in the preparation of such pro forma financial statements provide a reasonable basis for presenting the significant effects of the transactions contemplated therein and guidelines applicable theretothe pro forma adjustments reflected in such pro forma financial statements are appropriate to give effect to the transactions or circumstances referred to therein and have been properly applied to the historical amounts in compilation of such pro forma financial statements. No other financial statements or supporting schedules of the Partnership are required by the Securities Act or the Exchange Act to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 included 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 of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved; provided, except as may be expressly stated in the related notes thereto and except in the case of however, that those financial statements that are unaudited financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain all footnotes as permitted by the applicable rules of the Commissionthat may be required under GAAP for annual financial statements. The interactive supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data in eXtensible Business Reporting Language and the summary financial information included or incorporated by reference in the Registration Statement Prospectus present fairly presents the information called for in all material respects the information shown therein and has 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, 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 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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration Statement, any preliminary prospectus, the General 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 ActCommission) comply with Regulation G under of the Exchange 1934 Act and Item 10 of Regulation S-K under of the Securities 1933 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 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 and schedules of the Commission as a part of predecessor to the Partnership and its consolidated subsidiaries included in the Registration Statement, the Time of Sale Preliminary Prospectus and the Prospectus present fairly, in all material respects, fairly the financial position condition, results of operations and cash flows of the Company predecessor to the Partnership as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements indicated, comply as to form with the applicable accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, involved (except as may be expressly stated in the related notes thereto and except in the case of unaudited otherwise noted therein). The pro forma financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules statements 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 Partnership 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 its consolidated subsidiaries included in the Registration Statement, the Time Preliminary Prospectus and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of Sale Prospectus or those adjustments to the Prospectus. The historical financial data set forth statement amounts in each of the pro forma financial statements included in the Registration Statement, the Time Preliminary Prospectus and the Prospectus. The pro forma financial statements included in the Registration Statement, the Preliminary Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of Sale Regulation S-X under the Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. The summary historical and pro forma financial and operating information set forth in the Registration Statement, the Preliminary Prospectus and the Prospectus under the caption “Selected Summary—Summary Historical and Unaudited Pro Forma Financial and Operating Data” fairly presents, in all material respects, and the selected historical and pro forma financial and operating information set forth therein on a basis consistent with that of under the audited financial statements contained caption “Selected Historical and Unaudited Pro Forma Financial and Operating Data” in the Registration Statement, the Time of Sale Preliminary Prospectus and the Prospectus. All disclosures contained Prospectus is fairly presented in all material respects and prepared on a basis consistent with the Registration Statement, any preliminary prospectus, the Prospectus audited and any free writing prospectus that constitute non-GAAP unaudited historical financial measures (as defined by the rules statements 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 Actpro forma financial statements, as applicable. To the Company’s knowledge, no person who from which it has been suspended or barred from being associated with a registered public accounting firmderived, 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 Prospectusunless expressly noted otherwise.

Financial Statements. The financial statements filed together with related notes and schedules of the Commission as a part Company and its subsidiaries and of any companies, other entities or properties acquired or to be acquired by the Company, in each case included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus Prospectus, present fairly, or (in the case of any amendment or supplement to any such document, or any material incorporated by reference in any such document, filed with the Commission after the date as of which this representation is being made) will present fairly, at all material respectstimes during the effectiveness of this Agreement, the financial position of the Company as of the dates indicated condition and the results of their operationsoperations of the Company and its subsidiaries and of such companies, changes in stockholders’ equity entities and cash flows properties, as the case may be, at the indicated dates and for the periods specifiedindicated periods. Such financial statements have been prepared in conformity accordance with United States generally accepted accounting principles as of accounting, consistently applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, and all adjustments necessary for a fair presentation of results for such periods have been made (except as may be expressly stated to the extent that, in accordance with the 1934 Act and the rules and regulations of the Commission thereunder, certain footnotes have been omitted from the financial statements included in the related notes thereto and except Company’s Quarterly Reports on Form 10-Q incorporated by reference in the case of unaudited financial statementsRegistration Statement, which are subject to normal the General Disclosure Package and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the CommissionProspectus). The interactive summary financial and statistical data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package and Prospectus present fairly presents the information called for shown therein and have been compiled on a basis consistent with the financial statements presented therein; the pro forma financial statements and related notes thereto included or incorporated by reference in all material respects the Registration Statement, the General Disclosure Package and has 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 assumption used in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration Statement, any preliminary prospectus, the General 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 1933 Act Regulations of the Securities Act and the Exchange ActCommission) comply with Regulation G under the Exchange 1934 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 Statement1933 Act Regulations, to the Time of Sale Prospectus and the Prospectusextent applicable.

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 and notes, present fairly, in all material respects, the financial position and results of operations of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may that interim financial data shall 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 Commissionconsistent with past practice. 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 Statementschedules, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statementif any, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presentspresent fairly, in all material respects, in accordance with GAAP the information set forth required to be stated therein. The selected financial data and the summary financial information included in the Prospectus present fairly the information shown therein and have been prepared on a basis consistent with that of the audited financial statements contained included in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectusthe General Disclosure Package or the Prospectus, the Prospectus and any free writing prospectus 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 in all material respects with Regulation G under of the Exchange 1934 Act and Item 10 of Regulation S-K under of the Securities 1933 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 in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or The other financial and statistical information and data filed with the Commission as a part of included in the Registration Statement, the Time of Sale General Disclosure Package or the Prospectus have been prepared on a basis consistent with the historical consolidated financial statement included in the Registration Statement, the General Disclosure Package or the Prospectus, and the Prospectusbooks and records of the Company. The assumptions used in preparing the pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts.

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 Supplement, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly, in all material respects, fairly the financial position of the Company as of respective entity or entities or group presented therein at the respective dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of such entity, as the case may be, for the periods specified. Such financial statements have been prepared in conformity with United States generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as may be expressly if any, included, or incorporated by reference, in the Registration Statement, General Disclosure Package and the Prospectus Supplement present fairly, in accordance with GAAP, the information stated therein. The selected financial data, the summary financial information and other financial information and data included, or incorporated by reference, in the Registration Statement, General Disclosure Package and the Prospectus Supplement 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, General Disclosure Package and the Prospectus Supplement. In addition, any pro forma financial information and the related notes thereto and except in the case of unaudited financial statementsthereto, 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 if any, included, or incorporated by reference reference, in the Registration Statement Statement, General Disclosure Package and the Prospectus Supplement present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretoand the guidelines of the American Institute of Certified Public Accountants (“AICPA”) and the Public Company Accounting Oversight Board with respect to pro forma information and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other There are no financial statements (historical or supporting schedules pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus preliminary prospectus supplement or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, the information set forth therein on a basis consistent with Supplement that of the audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectusare not included or incorporated by reference as required. All disclosures contained in the Registration Statement, any preliminary prospectus, the General Disclosure Package and the Prospectus and any free writing prospectus that constitute Supplement 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 the Exchange 1934 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 Statement1933 Act Regulations, to the Time of Sale Prospectus and the Prospectusextent applicable.

Financial Statements. The financial statements filed of the Company included in the Registration Statement and the Prospectuses, together with the Commission as a part of the Registration Statementrelated schedules and notes, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, fairly the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholders’ ' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“"GAAP”") applied on a consistent basis 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 financial statements of PCS included or incorporated by reference in the Registration Statement and the Prospectuses, together with the related schedules and notes, present fairly presents the information called financial position of PCS and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of PCS and its consolidated subsidiaries for in all material respects and has the periods specified; said financial statements have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the Commission’s rules and guidelines applicable theretoperiods involved. No other The financial statements or supporting schedules are required to be of TCA included in the Registration StatementStatement and the Prospectuses, together with the Time related schedules and notes, present fairly the financial position of Sale Prospectus or TCA and its consolidated subsidiaries at the Prospectusdate indicated and the statement of operations, stockholders' equity and cash flows of TCA and its subsidiaries for the period specified; said financial statements have been prepared in conformity with GAAP. The supporting schedules, if any, included in the Registration Statement and the Prospectuses present fairly in accordance with GAAP the information required to be stated therein. The selected financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under summary financial information included in the caption “Selected Financial Data” Prospectuses present fairly presents, in all material respects, the information set forth shown therein and have been compiled on a basis consistent with that of the audited financial statements contained included in the Registration Statement, . The pro forma financial statements of the Time of Sale Prospectus Company and its consolidated subsidiaries and the Prospectus. All disclosures contained related notes thereto included in the Registration StatementStatement and the Prospectuses present fairly the information shown therein, any preliminary prospectus, have been prepared in accordance with the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the Commission's rules and regulations under guidelines with respect to pro forma financial statements and have been properly compiled on the Securities Act bases described therein, 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 assumptions used 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 thereof are reasonable and the Prospectusadjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Financial Statements. The historical financial statements filed included in each Registration Statement, the General Disclosure Package and the Final 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 operations and cash flows of the Company and its Subsidiaries for the periods shown. Except as disclosed in the General Disclosure Package and the Final Prospectus, such financial statements comply as to form in all material respects with the Commission applicable accounting requirements of Regulation S-X and have been prepared in all material respects in conformity with GAAP applied on a consistent basis throughout the periods involved except as a part otherwise stated therein. The unaudited pro forma financial statements and the related notes thereto included under the heading “Pro Forma Consolidated and Combined Financial Statements” in the Preliminary Prospectus present fairly in all material respects the information contained therein and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustment used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma adjustments comply as to form in all material respects with the applicable accounting requirements of Rule 11-02 of Regulation S-X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements. KPMG LLP has certified the audited financial statements of the Company included in the Registration Statement, General Disclosure Package and the Final Prospectus, and is an independent registered public accounting firm with respect to the Company and its Subsidiaries within the Rules and Regulations and as required by the Act and the applicable rules and guidance from the Public Company Accounting Oversight Board (United States). The other financial and statistical data included in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Final Prospectus under the captions “Summary Historical and Pro Forma Consolidated and Combined Financial Data and “Selected Historical and Pro Forma Consolidated and Combined Financial Data” present fairly, in all material respects, the information shown therein and such data has been compiled on a basis consistent with the financial position statements presented therein and the books and records of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 CommissionCompany. The interactive data in eXtensible Business Reporting Language included Company does not have any material liabilities or incorporated by reference in obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within 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 theretomeaning of Financial Accounting Standards Board Interpretation No. No other financial statements or supporting schedules are required to be included 46), not disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 Final Prospectus.

Financial Statements. The financial statements filed with of the Commission as a part of Selling Shareholder 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, in all material respects, fairly the financial position of the Company as of Selling Shareholder and its consolidated subsidiaries at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such indicated; said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedpresented. The supporting schedules, except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statementsif any, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the CommissionSelling Shareholder present fairly in all material respects the information set forth therein for the periods indicated. The interactive selected financial data in eXtensible Business Reporting Language included or and the summary selected financial information of the Selling Shareholder incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus present fairly presents the information called shown therein for the periods indicated and have been compiled on a basis consistent with that of the audited financial statements of the Selling Shareholder incorporated by reference in all material respects the Registration Statement, the General Disclosure Package and has the Prospectus. Any pro forma financial statements and the related notes thereto of the Selling Shareholder incorporated by reference 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 theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other Except as incorporated by reference therein, no historical or pro forma financial statements or supporting schedules of the Selling Shareholder are required to be included incorporated by reference in the Registration Statement, the Time of Sale Prospectus General Disclosure Package or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects1933 Act, the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement1933 Act Regulations, the Time of Sale Prospectus and 1934 Act or the Prospectus1934 Act Regulations. All disclosures contained in the Registration Statement, any preliminary prospectusthe General Disclosure Package or the Prospectus, the Prospectus and any free writing prospectus 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 Commission) of the Selling Shareholder comply in all material respects with Regulation G of the 1934 Act and the Exchange Act) comply with Regulation G under the Exchange 1934 Act Regulations and Item 10 of Regulation S-K under the Securities 1933 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 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 (including the Commission as a part related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations, operations and the changes in stockholders’ equity and their cash flows for the periods specified. Such ; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, except that unaudited interim financial statements are subject to normal year-end audit adjustments and exclude certain footnotes, and any supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. To the knowledge of the Company, the financial statements (including the related notes thereto) of BVII and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the financial position of BVII and its consolidated subsidiaries as may of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby, except that unaudited interim financial statements are subject to normal year-end audit adjustments and exclude certain footnotes, and any supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in all material respects the information required to be expressly stated in therein. The pro forma financial information and the related notes thereto and except included or incorporated by reference in the case Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of unaudited the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial statementsinformation are reasonable and are set forth in the Registration Statement, which are subject to normal the Pricing Disclosure Package and recurring yearthe Prospectus. The other financial information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries or of Howden and its consolidated subsidiaries, as applicable, and presents fairly in all material respects the information shown thereby. All disclosures included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-end adjustments and do not contain certain footnotes GAAP financial measures” (as permitted such term is defined by the applicable 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 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 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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, fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto thereto. The financial statements of Molecular filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and except the Prospectus present fairly the consolidated financial position of Molecular and its subsidiaries as of the dates indicated and the results of their operations, comprehensive income (loss), changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the case of unaudited financial statementsUnited States applied on a consistent basis throughout the periods involved, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes except as permitted by may be expressly stated in the applicable rules of the Commissionrelated 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 pro forma consolidated financial statements of the Company and its subsidiaries and the related notes thereto incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented 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 Company’s ratios of earnings to fixed charges incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 included 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 of the Company as of and its consolidated subsidiaries at the dates indicated and the results statement of their operations, changes in stockholdersshareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as may if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be expressly stated therein. The selected financial data and the summary financial information included in 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 in the Registration Statement, the General Disclosure Package and the Prospectus. In addition, any pro forma information contained in the financial statements of the Company and its subsidiaries and 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 Statement, the information called for in all material respects General Disclosure Package and has the Prospectus have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to preparation of pro forma information in financial statements. No other The financial statements or supporting schedules are required information included under the captions “Ratio of Earnings to be included Fixed Charges and Preference Share Dividends” and under the line item and column “As Adjusted” under “Capitalization,” respectively, in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus under the caption “Selected Financial Data” presents fairly presents, in all material respects, the information set forth therein shown therein, and has been properly compiled on a basis consistent with that of the audited financial statements contained bases described therein, and the assumptions used in the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus. All disclosures contained in adjustments used therein are appropriate to give effect to the Registration Statement, any preliminary prospectus, the Prospectus transactions and circumstances referred to therein and any free writing prospectus that constitute non-GAAP as adjusted columns therein reflect the proper application of those adjustments to the corresponding historical 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 Prospectusstatement amounts.

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 and notes, present fairly, fairly in all material respects, respects (1) the financial position of the Company as of at the dates indicated and the results statement of their operations, changes in stockholders’ equity and cash flows of the Company for the periods specified and (2) the financial position of ICG LLC, and its consolidated subsidiaries at the dates indicated and the statement of operations, changes in members’ equity and cash flows of ICG LLC and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as may if any, present fairly in accordance with GAAP the information required to be expressly stated therein. The selected financial data and the summary financial information included in 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 in the Registration Statement. The pro forma financial statements and 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 Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other financial statements or supporting schedules of the Company, ICG LP or any of their subsidiaries are required by the 1933 Act or the 1933 Act Regulations to be included in the Registration Statement, the Time of Sale Prospectus General Disclosure Package or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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, fairly the consolidated financial position of the Company and its subsidiaries on the basis stated as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Prospectus Summary—Summary Historical Financial and Operating Data” fairly presents, in all material respects, present 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 and the books and records of the Company, other than the unaudited pro forma financial data and the related notes thereto set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, which present fairly the information contained therein and have been properly presented on the basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 and its subsidiaries and the related notes thereto included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, operations and the changes in stockholders’ equity and their cash flows for the periods specified. Such ; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, except as may otherwise stated therein, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be expressly stated therein; and the other financial information with respect to the Company and its subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information shown thereby. The financial statements of Alliance Boots GmbH (“Alliance Boots”) and its subsidiaries and the related notes thereto and except included or incorporated by reference in the case Registration Statement, the Time of unaudited financial statements, which are subject to normal Sale Information and recurring year-end adjustments and do not contain certain footnotes as permitted by the Prospectus comply in all material respects with the applicable rules requirements of the CommissionSecurities Act and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position of Alliance Boots and its subsidiaries as of the dates indicated and the consolidated results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with international financial reporting standards applied on a consistent basis throughout the periods covered thereby, except as otherwise stated therein, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly in all material respects the information required to be stated therein. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Time of Sale Information and the Prospectus 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, thereto 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 Seller has previously delivered to Buyer, true and completed copies of the following financial statements filed with the Commission as a part of the Registration Statement(collectively, the Time "FINANCIAL STATEMENTS"): accurate and complete copies of Sale Prospectus its audited consolidated balance sheets as of December 31, 2002, 2001 and 2000, and the Prospectus present fairly, in all material respects, the financial position related audited consolidated statements of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity ' equity, and cash flows for each of the periods specifiedyears then ended, and the notes thereto, together with the report thereon of Ernst & Young, LLP independent auditors as attached hereto under SCHEDULE 5.6. Such Seller will deliver to Buyer audited consolidated financial statements of the Seller for the period ending as of the Closing Date ("CLOSING FINANCIAL STATEMENTS"). The Financial Statements (including the notes thereto) and the Closing Financial Statements have been prepared in conformity with generally accepted accounting principles as applied (and, in the case of the Closing Financial Statements, will be) prepared according to the applicable law and United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedcovered, except as may be expressly stated in present fairly 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 condition of the Commission. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in Seller as of such dates and the Registration Statement fairly presents results of operations of the information called Seller for in all material respects such periods, are correct and has been prepared complete in accordance with US GAAP, and are consistent with the Commission’s rules books and guidelines applicable theretorecords of Seller and its Affiliates (which books and records are correct and complete). No Each delivered balance sheet fully sets forth all assets and liabilities of the business existing as of its date which, under US GAAP, should be set forth therein, and each delivered statement of earnings sets forth the items of income and expense of the business which should appear therein under US GAAP. The trade accounts and other financial statements or supporting schedules receivables of Seller which are required to be included classified as current assets on the balance sheets are bona fide receivables, were acquired in the Registration Statementordinary course of business, are stated in accordance with US GAAP and, subject to the reserve for doubtful accounts, need not be written-off as uncollectible. The inventories of Seller reflected on the balance sheets have been valued in accordance with US GAAP, and the value of obsolete materials and materials of below standard quality has been written down or reserved against in accordance with US GAAP. There have been no write-ups of inventories or other assets. Seller has no liabilities other than (i) those set forth or reserved against in the Closing Financial Statements, and (ii) those disclosed on Schedule 5.6. Seller's books of account have been kept accurately in the ordinary course of business, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statementtransactions entered therein represent bona fide transactions, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presentsrevenues, expenses, assets and liabilities of Seller have been properly recorded 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 Prospectussuch books.

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 as part of the Registration Statement and those included in the Prospectus present fairly in all material respects the financial position of the Company, its consolidated subsidiaries and each such Acquired Entity, as applicable, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each such Acquired Entity, as applicable, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent 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 related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. KPMG LLP, or such other independent accounting firm that the Company may engage from time to time, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Time Company and its subsidiaries, an independent accounting firm 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 Sale Prospectus 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, in all material respects, the financial position of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration StatementStatement or the Prospectus, any preliminary prospectusor incorporated by reference therein, 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 Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of 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 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 Schedule 3.3 sets forth (a) the unaudited financial statements filed with the Commission as a part of the Registration StatementNewspaper for the fiscal year ended October 31, 2012 and (b) unaudited financial statements for the Time of Sale Prospectus period through May 31, 2013 (the “Balance Sheet Date”) (the financial statements referred to in clauses (a) and the Prospectus (b) being “Financial Statements”). The Financial Statements fairly present fairly, in all material respects, respects the financial position of the Company as of the dates indicated Newspaper and the results of their operations, changes in stockholders’ equity operations of the Newspaper as at and cash flows for the periods specified. Such financial statements covered thereby and have been prepared in conformity with generally accepted Sellers historical accounting principles as applied in practices which reflect accrual basis accounting and, with respect to the United States (“GAAP”) applied on a consistent basis throughout the periods involvedNewspaper, except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject sufficient 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, the information set forth therein on a basis consistent with that permit preparation of the audited financial statements contained of Champion in accordance with generally accepted accounting principles, except as otherwise noted therein or as set forth on Schedule 1.6(c). No material adjustments of the Financial Statements are required for a fair presentation of the results of operations and financial position of the Newspaper on an accrual basis. Except as set forth on Schedule 3.3, the Financial Statements are correct and complete in accordance with the books and records regularly maintained by the Newspaper which reflect accrual basis accounting. The Financial Statements fairly present the results of operations and financial position of the Newspaper as of the dates and for the periods set forth therein. Sellers shall deliver on the Closing Date to Buyer a schedule of the Newspaper’s outstanding accounts receivable as of the Closing Date. All such accounts receivable have arisen in the Registration Statementordinary course of business and represent bona fide indebtedness incurred by the applicable account debtor and have been properly adjusted for bankrupt and other uncollectible accounts. Assuming reasonable collection efforts by Buyer, the Time Sellers have no reason to believe that such accounts receivable would not be collectible (net of Sale Prospectus and the Prospectus. All disclosures contained Sellers reserves for uncollectible receivables established by Sellers in the Registration Statementordinary course of its business consistent with past practice). Sellers make no representations, any preliminary prospectushowever, about the Prospectus and any free writing prospectus that constitute non-GAAP future business or 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 prospects of the Registration Statement, the Time of Sale Prospectus and the ProspectusNewspaper for Buyer’s intended purposes.

Financial Statements. The consolidated financial statements filed with the Commission as a part included in each of the Registration Statement, the Time of Sale Prospectus Information and the Prospectus present fairlyProspectus, together with the related schedules and notes thereto, comply as to form in all material respects, respects with the applicable accounting requirements of the Securities Act and present fairly in all material respects the consolidated financial position of the Company and its Subsidiaries as of the dates indicated shown and the its results of their operations, changes in stockholders’ equity operations and cash flows for the periods specified. Such shown, and such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods involved, covered thereby except as may be expressly stated in the related notes thereto and except in the case of unaudited financial statements, which are subject to for any normal and recurring year-end adjustments and do not contain certain footnotes as permitted by in the applicable rules of the CommissionCompany’s quarterly financial statements. 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 information included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus Information and the Prospectus under comply with the caption “Selected Financial Data” requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, fairly presents, in all material respects, present the information set forth therein on a basis consistent with that herein, and the assumptions used in the preparation of the audited such pro forma financial statements contained and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus that are not included or incorporated by reference therein as required. The Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not disclosed in the Registration Statement, the Time of Sale Information and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the Time of Sale Information or the Prospectus and any free writing prospectus that constitute contain “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 comply, in all material respects, with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as to the extent applicable. The statistical, industry-related and market-related data included in each of the Registration Statement, the Time of Sale Information and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects and the Company has obtained the written consent to the use of such data from such sources to the extent 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 (“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 of the Parent included or incorporated by reference in the Pricing Disclosure Package and the Final Offering Memorandum, together with the Commission as a part of related notes and schedules, present fairly the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the consolidated financial position of the Parent and its consolidated subsidiaries or the Company and its consolidated subsidiaries, as the case may be, as of the dates indicated and the consolidated results of their operations, changes in comprehensive income, stockholders’ equity and cash flows of the Parent and its consolidated subsidiaries or the Company and its consolidated subsidiaries, as the case may be, for the periods specified. Such financial statements specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout during the periods involved, except as may be expressly stated in ; the related notes thereto and except in the case financial statements 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 EPL included or incorporated by reference in the Registration Statement Pricing Disclosure Package and the Final Offering Memorandum, together with the related notes and schedules, present fairly presents the information called consolidated financial position of EPL and its consolidated subsidiaries as of the dates indicated and the consolidated results of operations, comprehensive income, stockholders’ equity and cash flows of EPL and its consolidated subsidiaries for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved; all pro forma financial statements or data included or incorporated by reference in the Pricing Disclosure Package and the Final Offering Memorandum comply 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 requirements of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 , and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial and statistical data contained or incorporated by reference in the Pricing Disclosure Package and the Final Offering Memorandum are accurately and fairly presented and prepared on a basis consistent with Regulation G under the Exchange Act financial statements and Item 10 books and records of Regulation S-K under the Securities ActParent, as applicable. To EPL and the Company’s knowledge, ; there are no person who has been suspended financial statements (historical or barred from being associated with pro forma) that would be required to be included or incorporated by reference in 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 prospectus filed with the Commission under the Securities Act that are not included or incorporated by reference as a part of required; the Registration StatementParent, Intermediate Holdco, the Time of Sale Prospectus Company and the ProspectusSubsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Pricing Disclosure Package and the Final Offering Memorandum.

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 ALX Oncology Limited, the Company’s predecessor and wholly owned subsidiary, and their respective subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity (deficit) and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presentspresent, 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 consolidated financial statements filed with of the Commission as a part of Company, including the notes thereto, included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Prospectuses and the Prospectus Disclosure Package present fairly, in all material respects, the financial position of the Company as of the dates indicated and the cash flows and results of their operations, changes in stockholders’ equity and cash flows operations for the periods specified. Such specified of the Company and its consolidated Subsidiaries; said consolidated financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States International Financial Reporting Standards (“GAAPIFRS”) 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 other financial and except in statistical information relating to 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 Company 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 in each of the Registration Statement, the Time of Sale Prospectus Prospectuses and the Prospectus under the caption “Selected Financial Data” Disclosure Package, present fairly presents, in all material respects, the information set forth included therein and have been prepared on a basis consistent with that of the audited financial statements contained of the Company that are included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Prospectuses and the ProspectusDisclosure Package and the books and records of the Company. All disclosures contained The audited financial statements of the Company for its fiscal year ended December 31, 2020, and notes thereto, which are incorporated by reference in the Registration Statement, any preliminary prospectus, the Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act Prospectuses and the Exchange Act) comply with Regulation G under Disclosure Package, are true and correct in every material respect as at the Exchange Act date thereof and Item 10 present fairly and accurately reflect the consolidated financial position and results of Regulation S-K under the Securities Actoperations of the Company as at the date thereof or for the period then ended, as applicable, and such financial statements have been prepared in accordance with IFRS applied on a consistent basis. To The unaudited financial statements of the Company’s knowledgeCompany for the six months ended June 30, 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 2021 and notes thereto which are incorporated by the PCAOB, has participated reference 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 Prospectuses and the ProspectusDisclosure Package, are true and correct in every material respect as at the date thereof and present fairly and accurately reflect the consolidated financial position and results of the operations of the Company as at the date thereof or for the period then ended, as applicable, and such financial statements were prepared in accordance with IFRS applied on a consistent basis.

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 as part of the Registration Statement and those included in the Prospectus present fairly in all material respects the financial position of the Company, its consolidated subsidiaries and each such Acquired Entity, as applicable, as of the date indicated and the results of its operations, stockholders’ equity and cash flows of the Company, and its consolidated subsidiaries and each such Acquired Entity, as applicable, for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles applied on a consistent 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 related notes thereto) and comply with the requirements of Regulation S-X promulgated by the Commission. Xxxxx Xxxxxxxx LLP, or such other independent accounting firm that the Company may engage from time to time, whose report is filed with the Commission as a part of the Registration Statement, is, with respect to the Time Company and its subsidiaries, an independent accounting firm 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 in all material respects the information shown therein and have been compiled on a basis consistent with that of Sale Prospectus the audited and unaudited 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, in all material respects, the financial position of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 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, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus preparation thereof are reasonable and the Prospectus under adjustments used therein are appropriate to give effect to the caption “Selected Financial Data” 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 transactions and the Prospectuscircumstances referred to therein. All disclosures contained in the Registration StatementStatement or the Prospectus, any preliminary prospectusor incorporated by reference therein, 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 Securities Exchange Act of 1934 (the “Exchange Act”) and Item 10 of Regulation S-K under of 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 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 consolidated and combined 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, fairly the consolidated financial position of the Company and the Subsidiaries as of the dates indicated and the their respective consolidated and combined results of their operations, changes in stockholders’ equity (deficit) and cash flows for the periods specified. The supporting schedule included in the Registration Statement presents fairly the information required to be stated therein. The statements of revenues and certain expenses filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the revenues and certain expenses related to the operations of each of properties or group of properties identified in statements of revenues and certain expenses for the periods specified. Such financial statements and supporting schedule and statements of revenues and certain expenses have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 The pro forma condensed consolidated financial statements of the Company and the Subsidiaries and the related notes filed with the Commission as part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented 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. Except as included therein, no other historical or pro forma financial statements or supporting schedules or statements of revenues and certain expenses are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, the Time of Sale 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 schedules, statements of revenues and certain expenses 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 or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus Disclosure Package, together with the related schedules and notes, present fairly, in all material respects, fairly (1) the financial position of the Company as Company, the Operating Partnership and their respective consolidated Subsidiaries (and the combined financial position of any predecessor entities) at the dates indicated indicated; and (2) the results of their operations, changes in stockholders’ equity and cash flows of the Company, the Operating Partnership and their respective consolidated Subsidiaries (and the combined results of operations, stockholders’ equity, and cash flows of any predecessor entities) for the periods specified. Such ; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved; said financial statements have been prepared on a consistent basis with the books and records of the Company, except as may the Operating Partnership and their respective consolidated Subsidiaries (and any predecessor entities) in the case of the statements of financial position of the Company and its consolidated Subsidiaries (and the combined financial position of any predecessor entities) and the results of operations, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries (and the combined results of operations, stockholders’ equity, and cash flows of any predecessor entities). The supporting schedules incorporated by reference into the Registration Statement, the Prospectus and Disclosure Package present fairly in accordance with GAAP the information required to be expressly stated therein. The selected financial data included in the Registration Statement, the Prospectus and General Disclosure Package present fairly the information set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included in the Registration Statement, Prospectus and General Disclosure Package. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. In addition, any pro forma financial statements and the related notes thereto and except set forth 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 Statement, the General Disclosure Package or the Prospectus present fairly presents the information called for in all material respects and has 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 and have been properly compiled on the basis described therein, and the assumptions used in the preparation thereof are required reasonable and the adjustments used therein are appropriate to be give effect to the transactions and circumstances referred to therein. All non-GAAP financial measures included in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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) Disclosure Package comply with the requirements of Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicableAct to the extent such rules are applicable to such financial statements. To Other than 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 historical financial statements, supporting and schedules relating thereto included in or other financial data filed with the Commission as a part of incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the ProspectusDisclosure Package, no other historical or pro forma financial statements (or schedules) are required by the Act to be included therein or in any document required to be filed with the Commission under the Exchange 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, in all material respects, fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods 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 generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “Prospectus Supplement Summary—Summary Selected Financial Data,” “Selected Financial Data” and “Capitalization” fairly presents, in all material respects, present 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. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any 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 Prospectus and the Prospectus.

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, fairly the financial position of the Company as of at the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows of the Company for the periods specified. Such ; to the best knowledge of the Company, the financial statements of the gas distribution operations of Missouri Gas Energy, a division of Southern Union Company, as a stand-alone business (“MGE”), included in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of MGE at the dates indicated and the results of operations, changes in parent’s equity and cash flows of MGE for the periods specified; and all such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) GAAP applied on a consistent basis throughout the periods involvedinvolved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, except the 1934 Act and the 1934 Act Regulations, as may applicable. The supporting schedule included in the Registration Statement presents fairly, in accordance with GAAP, the information required to be expressly stated therein. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary Historical and Pro Forma Financial Information—Our Summary Historical Financial Information” presents fairly the information shown therein and has been compiled on a basis consistent with that of the financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and 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 Statement, the General Disclosure Package and the Prospectus present fairly presents the information called for in all material respects and has shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and the information appearing in the Pre-Pricing Prospectus and the Prospectus under the caption “Summary Historical and Pro Forma Financial Information—Summary Unaudited Pro Forma Financial Information” presents fairly the information shown therein and has been compiled on a basis consistent with that of the pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. No other pro forma financial statements, and no financial statements of any entity or supporting schedules business other than the Company and MGE, 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 Company’s ratios of earnings to fixed charges included in each of the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, the information set forth therein on a basis consistent comply with that Item 503(d) of Regulation S-K of the audited Commission. All “non-GAAP financial statements 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, 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 StatementCommission, to the Time of Sale Prospectus and the Prospectusextent applicable.

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, present fairly, in all material respects, the financial position condition, results of operations and cash flows of the Company as of and its consolidated subsidiaries, at the dates indicated and the results their respective statements of their operations, changes in stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such financial statements have been prepared in compliance with the requirements of the 1933 Act and the 1934 Act and in conformity with accounting principles generally accepted accounting principles as applied in the United States of America (“GAAP”) applied on a consistent basis throughout the periods involved. Any selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, except the General Disclosure Package, preliminary prospectus 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 may be expressly stated such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act, the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, as applicable, in all material respects. The pro forma financial statements and the related notes thereto and except included or incorporated by reference in the case of unaudited financial statementsRegistration Statement, which are subject to normal the General Disclosure Package and recurring year-end adjustments the Prospectus present fairly, in all material respects, the information shown therein and do not contain certain footnotes as permitted by the applicable rules of have been prepared in accordance with the Commission’s rules and guidelines 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 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 of the Company, together with the Commission as a part of related notes, set forth or incorporated by reference in the Registration Statement, the Time General Disclosure Package and the Prospectus comply as to form in all material respects with the requirements of Sale Prospectus the Rules and Regulations and fairly present the financial condition of the Company and its consolidated subsidiaries as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified in conformity with generally accepted accounting principles in the United States consistently applied throughout the periods involved. The selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the financial position information shown therein and have been compiled on a basis consistent with that of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such audited financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in included therein. Any pro forma financial statements and 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 Statement, the information called for General Disclosure Package and the Prospectus present fairly, in all material respects and has respects, the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. No other Except as included in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus any preliminary prospectus or the ProspectusProspectus under the 1933 Act or the 1933 Act Regulations. The Deloitte Touche Tohmatsu Certified Public Accountants LLP, which has expressed its opinion with respect to the financial data set forth in each of statements and schedules incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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 General Disclosure Package and the Prospectus. All disclosures contained in , is an independent public accounting firm with respect to the Registration Statement, any preliminary prospectus, Company and its subsidiaries as required by the Prospectus Act and any free writing prospectus that constitute non-GAAP financial measures (as defined by the Exchange Act and 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 Prospectusthereunder.

Financial Statements. The Xxxxxx, Xxxxx & Company, LLP (“Xxxxxx”), which has examined the consolidated financial statements of Assured, together with the related schedules and notes, for the fiscal years ended December 31, 2007 and 2006 filed with the Commission SEC as a part of the Registration StatementSEC Documents, are independent accountants within the meaning of the Securities Act, the Time of Sale Prospectus Exchange Act, and the Prospectus rules and regulations promulgated thereunder and are a registered public accounting firm as required by the Securities Act; the audited consolidated financial statements of Assured, together with the related schedules and notes, and the unaudited consolidated financial information, forming part of the SEC Documents, fairly present fairlyand will fairly present the consolidated financial position and the consolidated results of operations of Assured at the respective dates and for the respective periods to which they apply; and all audited consolidated financial statements of Assured, together with the related schedules and notes, and the unaudited consolidated financial information, filed with the SEC as part of the SEC Documents, complied as to form in all material respectsrespects with applicable accounting requirements and with the rules and regulations of the SEC with respect hereto when filed, have been and will be prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods involved (except as may be indicated in the notes thereto or as permitted by the rules and regulations of the SEC) and fairly present and will, through Closing, fairly present, subject in the case of the unaudited consolidated financial statements, to customary year end audit adjustments, the consolidated financial position of the Company Assured as of at the dates indicated thereof and the results of their operations, changes in stockholders’ equity its operations and cash flows for flows. The procedures pursuant to which the periods specified. Such aforementioned consolidated financial statements have been prepared in conformity audited are compliant with generally accepted accounting principles as applied auditing standards. The selected and summary consolidated financial and statistical data included in the United States (“GAAP”) applied SEC Documents present fairly the information shown therein and have been compiled on a basis consistent basis 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 theretoaudited consolidated financial statements presented therein. No other financial statements or supporting schedules are required to be included in the Registration Statement, the Time of Sale Prospectus or the ProspectusSEC Documents. The financial data set forth statements referred to in each this Section 3.07 contain all certifications and statements required under the SEC’s Order, dated June 27, 2002, pursuant to Section 21(a)(1) of the Registration StatementExchange Act (File No. 4-460), the Time of Sale Prospectus and the Prospectus Rule 13a-14 or 15d-14 under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 18 U.S.C. Section 1350 (Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002) with respect to the report relating thereto. Assured has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation ofmade known, or auditedcaused to be made known, to the accountants or auditors who have prepared, reviewed, or audited the aforementioned consolidated financial statementsstatements all material facts and circumstances which could affect the preparation, supporting schedules presentation, accuracy, or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectuscompleteness thereof.

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 subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in all material respects in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “Prospectus Supplement Summary—Selected Financial Data,” and “Capitalization” fairly presents, present in all material respects, 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 unaudited pro forma condensed consolidated financial statements of the Company and its subsidiaries and the related notes thereto included in the Registration Statement, the Time of Sale Prospectus or the Prospectus fairly present in all material respects the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented in all material respects 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 Company’s ratios of earnings to fixed charges set forth in Exhibit 12 to the Registration Statement have been calculated in all material respects in compliance with Item 503(d) of Regulation S‑K under the Securities Act. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and any 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 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 Subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods 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 generally accepted accounting principles as applied in the United States (“GAAP”) and applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial DataCapitalization” 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 Company’s ratios of earnings to fixed charges and preferred stock dividends set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Ratio of Earnings to Combined Fixed Charges and Preferred Dividends” 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, 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, in all material respects, fairly the consolidated financial position of the Company and its subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods 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 generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis 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 Commissionthereto. 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 in or incorporated by reference into each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” fairly presentspresent, 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 unaudited pro forma condensed combined financial statements of the Company and its subsidiaries and the related notes thereto included in Appendix A in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information contained therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly presented 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 Company’s ratios of earnings to fixed charges set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Ratio of Earnings to Fixed Charges” and in Exhibit 12 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K under the Securities Act. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 (including the Commission as a part related notes thereto) of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus present fairly, comply in all material respectsrespects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations, operations and the changes in stockholders’ equity and their cash flows for the periods specified. Such ; such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involvedcovered thereby, except as may be expressly stated and any supporting schedules included or incorporated by reference in the related notes thereto and except Registration Statement present fairly the information required to be stated therein; the other financial information included or incorporated by reference in the case Registration Statement and the Prospectus has been derived from the accounting records of unaudited the Company and its consolidated subsidiaries and presents fairly the information shown thereby. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial statements, which are subject to normal and recurring year-end adjustments and do not contain certain footnotes measures” (as permitted such term is defined by the applicable 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 and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s 's rules and guidelines applicable thereto. No other In addition, if any pro forma financial statements or supporting schedules of the Company and its consolidated subsidiaries and the related notes thereto is included in the Registration Statement, the Prospectus and any Free Writing Prospectus, such pro forma financial statements and related notes 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, in each case, in all material respects, 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. If applicable, such pro forma adjustments have been properly applied to the historical amounts in the compilation of the information and such information fairly presents with respect to the Company and its consolidated subsidiaries, the financial position, results of operations and other information purported to be shown therein at the respective dates and for the respective periods specified. No pro forma financial information is required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale any Free Writing Prospectus and the Prospectus under the caption “Selected Financial Data” 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 Prospectuswhich is not so included. All disclosures contained in the Registration Statement, any preliminary prospectus, the Prospectus and or any free writing prospectus that constitute Free Writing Prospectus 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 the Exchange Act and Item 10 of Regulation S-K under of 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 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 included in the Registration Statements and the Prospectus, together with the Commission as a part of the Registration Statementrelated schedules (if any) and notes, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, fairly the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results of their operations, changes in stockholders’ ' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; the financial statements of FE incorporated by reference in the Registration Statements and the Prospectus, together with the related schedules (if any) and notes, present fairly the financial position of FE and its consolidated subsidiaries at the dates indicated and the results of operations, stockholders' equity and cash flows of FE and its consolidated subsidiaries for the periods specified; and all of such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“"GAAP”") applied on a consistent basis 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 schedules, if any, included in the Registration Statement, Statements present fairly in accordance with GAAP the Time of Sale Prospectus or the Prospectusinformation required to be stated therein. The selected historical financial data set forth in each and the summary historical financial information of the Registration Statement, the Time of Sale Prospectus and Company included in the Prospectus under the caption “Selected Financial Data” present fairly presents, in all material respects, the information set forth shown therein and have been compiled on a an accounting basis consistent with that of the audited financial statements contained of the Company included in the Registration Statement, the Time of Sale Prospectus Statements and the Prospectus. All disclosures contained The pro forma financial statements and the related notes thereto included in the Registration Statement, any preliminary prospectus, Statements 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; the summary pro forma financial data included in the Prospectus presents fairly the information shown therein and has been compiled on a basis consistent with that of the pro forma financial statements included in the Registration Statements and the Prospectus; the historical financial data appearing in the pro forma financial statements included in the Prospectus under the caption "Fresh Express Historical" presents fairly the financial position of FE and its consolidated subsidiaries at the date indicated and the results of operations of FE and its consolidated subsidiaries for the periods specified and has been compiled on an accounting basis consistent with that of the financial statements of FE incorporated by reference in the Registration Statements and the Prospectus. The Company is not required, under Regulation S-X or otherwise, to include or incorporate by reference in the Registration Statements or the Prospectus or in any free writing prospectus that constitute nonof the documents incorporated or deemed to be incorporated by reference therein financial statements for any of the Redi-GAAP financial measures Cut Entities (as defined by the rules and regulations under the Securities Act and the Exchange Actin Schedule C hereto) 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 Prospectusfor SFC.

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 notes and schedules, present fairly, in all material respects, fairly the consolidated financial position of the Company as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods specified. Such financial statements have been prepared in compliance with the requirements of the 1933 Act and the Exchange Act and in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto thereto. 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 except the summary financial information included in the case of unaudited financial statementsRegistration Statement, which are subject to normal the General Disclosure Package and recurring year-end adjustments the Prospectus present fairly, in all material respects, the information shown therein and do not contain certain footnotes as permitted by the applicable rules have been compiled on a basis consistent with that of the audited financial statements included therein. 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 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 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 historical or pro forma 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 in or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus under the caption “Selected Financial Data” fairly presents, in all material respects, present 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 General Disclosure Package and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus, the General 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 1933 Act and the Exchange Act) comply with Regulation G under the Exchange 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 included in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus General Disclosure Package, together with the related financial statement schedule and notes, present fairly, in all material respects, fairly (1) the financial position of the Company as of Company, the Operating Partnership and their respective consolidated Subsidiaries at the dates indicated indicated; and (2) the results of their operations, changes in stockholders’ equity and cash flows of the Company, the Operating Partnership and their respective consolidated Subsidiaries for the periods specified. Such ; said financial statements have been prepared from the books and records of the Company, the Operating Partnership and their respective consolidated Subsidiaries in conformity with U.S. generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The related financial statement schedule incorporated by reference into the Registration Statement, except the Prospectus and General Disclosure Package, when considered in relation to the basic consolidated financial statements taken as may a whole, presents fairly, in all material respects, the information required to be expressly stated therein. The selected financial data included in the Registration Statement, the Prospectus and General Disclosure Package present fairly the information set forth therein and have been compiled on a basis consistent with that of the audited and unaudited financial statements included in the Registration Statement, Prospectus and General Disclosure Package. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference into, the Registration Statement, the General Disclosure Package or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to real estate operations acquired or to be acquired. In addition, any pro forma financial statements and the related notes thereto and except set forth in or incorporated by reference in the case Registration Statement, the General Disclosure Package or 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 basis described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Other than as stated therein, the Company is not required to include as of unaudited the date hereof any financial statements pursuant to Rule 3-05 or Rule 3-14 in the Registration Statement, the General Disclosure Package or the Prospectus under the Securities Act Regulations or in any periodic report or current report under the Exchange Act Regulations. All non-GAAP financial measures included in or incorporated by reference into the Registration Statement, the Prospectus and the General Disclosure Package comply with the requirements of Regulation G and Item 10 of Regulation S-K of the Securities Act Regulations to the extent such rules are applicable to such financial statements. Other than the historical financial statements and financial statement schedule relating thereto and the pro forma financial statements, which if any, included in or incorporated by reference into the Registration Statement, the Prospectus and the General Disclosure Package, no other historical or pro forma financial statements (or schedules) are subject to normal and recurring year-end adjustments and do not contain certain footnotes as permitted required by the applicable rules of Act or the CommissionSecurities Act Regulations to be included therein or in any document required to be filed with the Commission under the Exchange Act or the Exchange Act Regulations. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement Statement, the Prospectus and the General Disclosure Package fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s '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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 of the Company included in the Registration Statement and the Prospectus, together with the Commission as a part of the Registration Statementrelated schedules (if any) and notes, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, fairly the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results of their operations, changes in shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; the financial statements of KCI included in the Registration Statement and the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of KCI and its consolidated subsidiaries at the dates indicated and the results of operations, stockholders’ equity and cash flows of KCI and its consolidated subsidiaries for the periods specified. Such specified (subject, in the case of the unaudited statements, to normal year-end adjustments and the absence of footnotes); and all of such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, except as may if any, included in the Registration Statement present fairly in accordance with GAAP the information required to be expressly stated therein. The data appearing in the Prospectus under the captions “Prospectus Supplement Summary—Summary Consolidated Financial Data—Actuant” and “Selected Consolidated Financial Data for Actuant” present fairly the information shown therein and have been compiled on an accounting basis consistent with that of the audited financial statements of the Company included in the Registration Statement and the Prospectus. The data appearing in the Prospectus under the captions “Prospectus Supplement Summary—Summary Consolidated Financial Data—KCI,” and “Selected Consolidated Financial Data for KCI” present fairly in all material respects the information shown therein and have been compiled on an accounting basis consistent with that of the audited financial statements of KCI included in the Registration Statement and the Prospectus. The pro forma financial statements and 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 and the Prospectus present fairly presents the information called for in all material respects and has 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 and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are required reasonable and the adjustments used therein are appropriate to be give effect to the transactions and circumstances referred to therein; the historical financial data appearing in the unaudited pro forma condensed consolidated financial statements included in the Registration Statement, the Time of Sale Prospectus or the Prospectus. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption column captioned “Selected Financial DataActuant” presents fairly presents, in all material respects, the information set forth shown therein and has been compiled on a an accounting basis consistent with that of the audited financial statements contained of the Company and its consolidated subsidiaries included in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All disclosures contained ; the historical financial data appearing in the unaudited pro forma condensed consolidated financial statements included in the Registration Statement, any preliminary prospectus, 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 column captioned “KCI” presents fairly in all material respects the information shown therein and has been compiled on an accounting basis consistent with that of the audited financial statements of KCI and its consolidated subsidiaries included in the Registration Statement and the Exchange Act) comply with Regulation G Prospectus; and the information appearing in the Prospectus under the Exchange Act caption “Prospectus Supplement Summary—Summary Unaudited Pro Forma Condensed Consolidated Financial Data” presents fairly the information shown therein 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 compiled on a basis consistent 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 that of the unaudited pro forma condensed consolidated financial statements and the related notes thereto included in 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 included 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, in all material respects, fairly the financial position of the Company as of and its consolidated subsidiaries at the dates indicated and the results statements of their operations, changes in statements of comprehensive income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified. Such ; said financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may disclosed therein. The supporting schedules, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be expressly stated therein. The selected financial data and the summary financial information included in the Registration Statement, 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 in the Registration Statement and the books and records of the Company. No other financial statements or schedules are required to be included in the Registration Statement. To the extent applicable, all disclosures contained in the Registration Statement 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 Regulation G of the 1934 Act, the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, as applicable. The pro forma financial statements and the related notes thereto and except included in the case of unaudited financial statementsRegistration Statement, which are subject to normal General Disclosure Package and recurring year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of 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. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Selected Financial Data” 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. All disclosures contained in the Registration Statement, any preliminary prospectus, 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 subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity and cash flows for the periods 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 generally accepted accounting principles as applied in the United States (“GAAP”) and applied on a consistent basis 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 Commissionthereto. 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 in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “Selected Financial Data” and “Capitalization” fairly presentspresent, 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 Company’s ratios of earnings to fixed charges and preferred stock dividends set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Ratio of Earning to Combined Fixed Charges and Preferred Dividends” and “Ratio of Earnings to Fixed Charges and Preferred Dividends” and in Exhibit 12 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, 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.