Common use of Company Financial Statements Clause in Contracts

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

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act General Disclosure Package and the Exchange Act, as applicableFinal Prospectuses, and notes thereto, present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of consolidated subsidiaries at the dates indicated and the consolidated results statement of their operations and changes in their operations, comprehensive income, cash flows and in their stockholdersshareholders’ equity of the Company and its consolidated subsidiaries present fairly the results of operations for the periods specifiedspecified (subject, in the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto); and such consolidated financial statements have been prepared in conformity accordance with generally accepted accounting principles International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) applied on a consistent basis throughout the periods covered thereby, and involved (except as may be indicated in the supporting schedules notes thereto). The selected historical consolidated financial information included or incorporated by reference in the Registration Statement present Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information required to be stated therein; shown therein and has been compiled on a basis consistent with that of the other consolidated financial and statistical data with respect to the Company and its Subsidiaries statements included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package and the Final Prospectuses. There have been no changes in the consolidated assets or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records liabilities of the Company and its Subsidiaries and presents fairly from the information shown; there are no position thereof as set forth in the consolidated financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package or any Permitted Free Writing Prospectus fairly present the information called for Final Prospectuses, except changes arising from transactions in all the ordinary course of business which, in the aggregate, have not been material respects to the Company and have been prepared its subsidiaries (taken together as a single enterprise) and except changes that are disclosed in accordance with the Commission’s rules General Disclosure Package and guidelines applicable theretothe Final Prospectuses.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries subsidiaries (as defined in Article XIV below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements or other pro forma financial data of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect to those assumptions. The pro forma financial statements or other pro forma financial data of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable accounting requirements of Regulation S-X under the Exchange Act. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Pricing Disclosure Package or the Prospectus under the Securities Act or the rules and regulations thereunder.

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

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

Company Financial Statements. The consolidated historical financial statements for the Company and related notes the Company Subsidiaries as of and for the year ended December 31, 2010 and as of April 30, 2011, in each case provided to Parent prior to the date hereof, are herein referred to as the “Company Financial Statements” and the balance sheet of the Company thereto included or incorporated by reference as of April 30, 2011 is herein referred to as the “Company Balance Sheet”. Each of the Company Financial Statements (including, in each case, any related notes thereto): (i) was prepared in accordance with accounting principles generally accepted in the Registration StatementUnited States (“GAAP”) as in effect on the date of such Company Financial Statements (or such other date as may be reflected in such Company Financial Statements), in each case applied on a consistent basis throughout the Prospectus periods involved (except as may be indicated in the notes thereto or, in the case of any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not expected, either individually or any Permitted Free Writing Prospectus comply in the aggregate, to be material); and (ii) fairly presented, in all material respects with the applicable requirements of the Act and the Exchange Actrespects, as applicable, and present fairly the consolidated financial position of the Company and its the Company Subsidiaries (as defined below) as of at the respective dates indicated thereof and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity indicated, consistent with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, books and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its the Company Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to except as may be included or incorporated by reference indicated in the Registration Statement or notes thereto or, in the Prospectus case of any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and may be subject to potential year-end adjustments that are not included expected, either individually or incorporated by reference as required; in the aggregate, to be material). No financial statements of any Person other than the Company and the Company Subsidiaries do not have actually included in the Company Financial Statements are required by GAAP to be included in the Company Financial Statements. Except as required by GAAP, the Company has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material liabilities change in its accounting methods, practices or obligationspolicies in effect on such last day of its most recently ended fiscal year. The Company has not had any material dispute with any of its auditors regarding accounting matters or policies during any of its past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in an adjustment to, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto)restatement of, the Prospectus and Company Financial Statements. No current or former independent auditor for the Company has resigned or been dismissed from such capacity as a result of or in connection with any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance disagreement with the Commission’s rules and guidelines applicable theretoCompany on a matter of accounting practices.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries subsidiaries (as defined in Article XIV below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements or other pro forma financial data of the Company, if any, included or incorporated by reference in the Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect to those assumptions. The pro forma financial statements or other pro forma financial data of the Company, if any, included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable accounting requirements of Regulation S-X under the Exchange Act. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Pricing Disclosure Package or the Prospectus under the Securities Act or the rules and regulations thereunder.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto Company, together with the related notes, included or incorporated by reference in the Registration Statement, the General Disclosure Package, the Prospectus or any Permitted Free Writing and the Canadian Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, Act and applicable Canadian Securities Laws and fairly present fairly the consolidated financial position condition of the Company and its Subsidiaries (as defined below) subsidiaries as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared therein specified in conformity with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods covered thereby, involved; and the supporting schedules included or incorporated by reference in the Registration Statement Statement, the General Disclosure Package, the Prospectus and the Canadian Prospectus present fairly the information required to be stated therein; . The data set forth under the captions “Summary Unaudited Pro Forma Combined Financial Data,” “Summary Consolidated Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Information” and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference “Selected Historical Financial Data” in the Registration Statement, the General Disclosure Package, the Prospectus or any Permitted Free Writing Prospectusand the Canadian Prospectus presents fairly the information shown therein and has been prepared, other than information in all material respects, on a basis consistent with that of the Company’s tenants, has been derived from financial statements presented therein and the accounting books and records of the Company and its Subsidiaries and presents fairly the information shown; there are no Cliffstar, as applicable. The unaudited pro forma condensed combined financial statements (historical or pro forma) that are required to be and related notes included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration StatementGeneral Disclosure Package, the Prospectus or any Permitted Free Writing and the Canadian Prospectus present fairly present the information called for shown therein, have been prepared in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and the assumptions used in preparing the pro forma financial statements included in the Registration Statement, the General Disclosure Package, the Prospectus and the Canadian Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or circumstances referred to therein, the related pro forma adjustments give effect to those assumptions, and the pro forma columns therein reflect the proper applications of those adjustments to the corresponding historical financial statement amounts.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Form 10, S-3 Registration StatementStatement and the Prospectus, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects together with the applicable requirements related schedules and notes, as well as those financial statements, schedules and notes of any entity included in the Act Form 10, S-3 Registration Statement and the Exchange ActProspectus, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (subsidiaries, or such other entity, as defined below) as of the case may be, at the dates indicated and the consolidated results statement of their operations operations, stockholders' equity and changes in their cash flows and in their stockholders’ equity of the Company and its subsidiaries, or such other entity, as the case may be, for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods covered therebyinvolved; the supporting schedules, if any, included in the Form 10, S-3 Registration Statement and the supporting schedules included or incorporated by reference in the Registration Statement Prospectus present fairly in accordance with GAAP the information required to be stated therein; the selected financial data and the other summary financial and statistical data with respect to the Company and its Subsidiaries information included or incorporated by reference in the Form 10, S-3 Registration Statement, Statement and the Prospectus or any Permitted Free Writing Prospectus, other than present fairly the information shown therein and have been compiled on a basis consistent with that of the Company’s tenantsaudited financial statements included in the Form 10, has been derived from S-3 Registration Statement and the accounting records Prospectus; and any pro forma consolidated financial statements of the Company and its Subsidiaries subsidiaries and presents the related notes thereto included in the Form 10, S-3 Registration Statement and the Prospectus present fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligationsshown therein, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s 's rules and guidelines applicable theretowith respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained included or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect to those assumptions. The pro forma financial statements of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable accounting requirements of Regulation S-X under the Exchange Act. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Pricing Disclosure Package or the Prospectus under the Securities Act or the rules and regulations thereunder.

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

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial statements or other pro forma financial data of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein and the related pro forma adjustments give appropriate effect to those assumptions. The pro forma financial statements or other pro forma financial data of the Company included or incorporated by reference in the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable accounting requirements of Regulation S-X under the Exchange Act. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Pricing Disclosure Package or the Prospectus under the Securities Act or the rules and regulations thereunder.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. The consolidated historical financial statements and related notes Section 2.7 of the Company thereto included or incorporated by reference in Disclosure Schedule sets forth the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act and the Exchange Act, as applicable, and present fairly the Company’s (i) unaudited consolidated financial position of the Company and its Subsidiaries (as defined below) balance sheet as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered therebyMarch 31, 2009, and the supporting schedules included or incorporated by reference in related consolidated statements of income, cash flow and shareholders’ equity for the Registration Statement present fairly three (3) year period then ended (the information required to be stated therein; “Year-End Financials”), and (ii) unaudited consolidated balance sheet as of February 28, 2010 (the “Balance Sheet Date”), and the other financial related unaudited consolidated statements of income, cash flow and statistical data with respect to shareholders’ equity for the Company and its Subsidiaries included or incorporated by reference in eleven (11) months then ended (the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company “Interim Financials”). The Year-End Financials and the Subsidiaries do not have any material liabilities or obligations, direct or contingent Interim Financials (including any off-balance sheet obligations), not described in collectively referred as the Registration Statement (excluding the exhibits thereto), the Prospectus “Financials”) are true and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for correct in all material respects and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the Commissionperiods indicated and consistent with each other (except that the Year-End Financials and the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials present fairly in all material respects the Company’s rules consolidated financial condition, operating results and guidelines cash flows as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Company’s unaudited consolidated balance sheet as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” The Company has not had any dispute with any of its auditors regarding accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Subsidiary have been, and are being maintained in all material respects in accordance with applicable theretolegal and accounting requirements and the Financials are consistent with such books and records. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K of the SEC).

Company Financial Statements. The consolidated historical financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses, together with the related schedules, if any, and notes thereto, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statement of operations, retained earnings and cash flows of the Company and its consolidated subsidiaries present fairly the results of operations for the periods specified (subject, in the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto); such consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and such consolidated financial statements have been reconciled to generally accepted accounting principles in the United States of America (“U.S. GAAP”) in accordance with Item 18 of Form 20-F under the 1934 Act. The selected consolidated financial information included in the Registration Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information shown therein and has been compiled on a basis consistent with that of the audited consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses. The pro forma consolidated financial statements and the related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act General Disclosure Package and the Exchange Act, as applicable, and Final Prospectuses present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements information shown therein, have been prepared in conformity accordance with generally accepted accounting principles applied the rules of the Qualifying Authorities with respect to pro forma consolidated financial statements and have been properly compiled on a consistent basis throughout the periods covered therebybases described therein, and the supporting schedules assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The selected pro forma consolidated financial information included or incorporated by reference in the Registration Statement present Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information required to be stated therein; shown therein and has been compiled on a basis consistent with that of the pro forma consolidated financial statements and the other financial and statistical data with respect to the Company and its Subsidiaries related notes included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package and the Final Prospectuses. There have been no changes in the consolidated assets or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records liabilities of the Company and its Subsidiaries and presents fairly from the information shown; there are no position thereof as set forth in the consolidated financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package or any Permitted Free Writing Prospectus fairly present the information called for Final Prospectuses, except changes arising from transactions in all the ordinary course of business which, in the aggregate, have not been material respects to the Company and have been prepared the Subsidiaries (as hereinafter defined) (taken together as a single enterprise) and except changes that are disclosed in accordance with the Commission’s rules General Disclosure Package and guidelines applicable theretothe Final Prospectuses.

Company Financial Statements. The Company has delivered to Acquirer as an attachment to the Company Disclosure Letter unaudited consolidated historical balance sheets of Company as of June 30, 2000 and Company's unaudited consolidated statements of operations, statements of cash flows and statements of changes in stockholders' equity for the period from inception to June 30, 2000 (all such financial statements of Company and related any notes thereto are hereinafter collectively referred to as the "Company Financial Statements"). The Company Financial Statements: (a) are derived from and are in accordance with the books and records of Company, (b) fairly present the financial condition of Company at the dates therein indicated and the results of operations for the periods therein specified, and (c) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods except for any absence of notes thereto. The unaudited balance sheet of the Company thereto as of June 30, 2000 (the "Balance Sheet Date") included or incorporated by reference in the Registration StatementCompany Financial Statements is hereinafter referred to as the "Balance Sheet." Except as disclosed in the Company Financials, since the Prospectus Balance Sheet Date neither the Company nor any of its subsidiaries has any liabilities required under GAAP to be set forth on a balance sheet (absolute, accrued, contingent or any Permitted Free Writing Prospectus otherwise) which are, individually or in the aggregate, material to the business, results of operations or financial condition of the Company, except for liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practices and liabilities incurred in connection with this Agreement. All reserves established by Company that are set forth in or reflected in the Balance Sheet are established in accordance with GAAP. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which are not adequately provided for in the Balance Sheet as required by said Statement No. 5. The Financial Statements comply in all material respects with the applicable requirements American Institute of the Act and the Exchange Act, as applicable, and present fairly the consolidated financial position Certified Public Accountants' Statement of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any offPosition 97-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto2.

Company Financial Statements. The consolidated financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses, together with the related schedules, if any, and notes thereto, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the consolidated statement of operations, retained earnings and cash flows of the Company and its consolidated subsidiaries present fairly the results of operations for the periods specified (subject, in the case of unaudited statements, to normal year-end adjustments and to any other adjustments described therein, including the notes thereto); such consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto); and such consolidated financial statements have been reconciled to generally accepted accounting principles in the United States of America (“U.S. GAAP”) in accordance with Item 18 of Form 20-F under the 1934 Act. The selected historical consolidated financial information included in the Registration Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information shown therein and has been compiled on a basis consistent with that of the consolidated financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Final Prospectuses. The pro forma consolidated financial statements and the related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus comply in all material respects with the applicable requirements of the Act General Disclosure Package and the Exchange Act, as applicable, and Final Prospectuses present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements information shown therein, have been prepared in conformity accordance with generally accepted accounting principles applied the rules of the Qualifying Authorities with respect to pro forma consolidated financial statements and have been properly compiled on a consistent basis throughout the periods covered therebybases described therein, and the supporting schedules assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The selected pro forma consolidated financial information included or incorporated by reference in the Registration Statement present Statement, the General Disclosure Package and the Final Prospectuses presents fairly the information required to be stated therein; shown therein and has been compiled on a basis consistent with that of the pro forma consolidated financial statements and the other financial and statistical data with respect to the Company and its Subsidiaries related notes included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package and the Final Prospectuses. There have been no changes in the consolidated assets or any Permitted Free Writing Prospectus, other than information of the Company’s tenants, has been derived from the accounting records liabilities of the Company and its Subsidiaries and presents fairly from the information shown; there are no position thereof as set forth in the consolidated financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus General Disclosure Package or any Permitted Free Writing Prospectus fairly present the information called for Final Prospectuses, except changes arising from transactions in all the ordinary course of business which, in the aggregate, have not been material respects to the Company and have been prepared its subsidiaries (taken together as a single enterprise) and except changes that are disclosed in accordance with the Commission’s rules General Disclosure Package and guidelines applicable theretothe Final Prospectuses.

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

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated financial position of the Company and its Subsidiaries (as defined below) as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein; and the other financial and statistical data with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus, other than information of the Company’s tenants, has been derived from the accounting records of the Company and its Subsidiaries and presents fairly the information shown; the pro forma financial statements of the Company and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement Statement, any Preliminary Prospectus or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the each Preliminary Prospectus and any Permitted Free Writing the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus Pricing Disclosure Package and any Permitted Free Writing the Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Pricing Disclosure Package and the Prospectus fairly present the information called for in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Company Financial Statements. The consolidated historical financial statements and related notes of the Company thereto Company, together with the related notes, included or incorporated by reference in the Registration Statement, Pricing Disclosure Package and the Prospectus or any Permitted Free Writing Prospectus Offering Memorandum comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, Act and fairly present fairly the consolidated financial position condition of the Company and its Subsidiaries (as defined below) subsidiaries as of the dates indicated and the consolidated results of their operations and changes in their cash flows and in their stockholders’ equity of the Company for the periods specified; such financial statements have been prepared therein specified in conformity with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods covered thereby, involved; and the supporting schedules included or incorporated by reference in the Registration Statement Pricing Disclosure Package and the Offering Memorandum present fairly the information required to be stated therein; . The data set forth under the captions “Summary Unaudited Pro Forma Combined Financial Data,” “Summary Consolidated Financial Data,” “Unaudited Pro Forma Condensed Combined Financial Information” and “Selected Historical Financial Data” in the Pricing Disclosure Package and the other financial Offering Memorandum presents fairly the information shown therein and statistical data has been prepared, in all material respects, on a basis consistent with respect to the Company and its Subsidiaries included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, other than information that of the Company’s tenants, has been derived from financial statements presented therein and the accounting books and records of the Company and its Subsidiaries Cliffstar, as applicable. The unaudited pro forma condensed combined financial statements and presents related notes included in the Pricing Disclosure Package and the Offering Memorandum present fairly the information shown; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not shown therein, have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), the Prospectus and any Permitted Free Writing Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus fairly present the information called for been prepared in all material respects and have been prepared in accordance with the Commission’s rules and guidelines applicable theretowith respect to pro forma financial statements and the assumptions used in preparing the pro forma financial statements included in the Pricing Disclosure Package and the Offering Memorandum provide a reasonable basis for presenting the significant effects directly attributable to the transactions or circumstances referred to therein, the related pro forma adjustments give effect to those assumptions, and the pro forma columns therein reflect the proper applications of those adjustments to the corresponding historical financial statement amounts.

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

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