Common use of Financial Statements; Non-GAAP Financial Measures Clause in Contracts

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 Act. All pro forma financial statements or data, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus comply with the requirements of the 1933 Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement statements of operationsincome (loss), stockholdersshareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The Any financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in with the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 ActX, as applicable. All pro forma financial statements or dataThe supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure PackagePackage and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus or any Issuer Free Writing Prospectus comply present fairly the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein and the pro forma adjustments have been properly applied referred to the historical amounts in the compilation of those statements and data; there are therein. Except as included therein, no financial statements (historical or pro forma) that forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package any preliminary prospectus or the Prospectus that are not included under the 1933 Act, the 1933 Act Regulations, the 1934 Act or incorporated by reference as requiredthe 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly present the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Company and its consolidated subsidiaries set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects, the financial position position, results of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity operations and cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement or the Prospectus present fairly fairly, in all material respects, in accordance with GAAP the information required to be stated therein. Any selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement or the Prospectus present fairly, in all material respects, the information shown therein at the respective dates and periods specified and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference in into, the Registration Statement, the General Disclosure Package and Statement or the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 Actwith respect to real estate operations acquired or to be acquired. All In addition, any pro forma financial statements or data, if any, included and the related notes thereto set forth in or incorporated by reference in the Registration StatementStatement or the Prospectus present fairly, in all material respects, the General Disclosure Packageinformation shown therein, the Prospectus or any Issuer Free Writing Prospectus comply have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbasis described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; other than as set forth therein, the Company is not required to include any financial statements or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts financial statements in the compilation of those statements and data; there are no financial statements (historical Registration Statement or pro forma) that are the Prospectus under the Securities Act or any document required to be included or incorporated by reference in filed with the Registration Statement, Commission under the General Disclosure Package or the Prospectus that are not included or incorporated by reference as requiredExchange Act. All disclosures contained in the Registration Statement, the General Disclosure Package and Statement or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act RegulationsK, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together Prospectus comply as to form in all material respects with the related schedules requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and notes, present fairly the financial position of the Company and its subsidiaries on a consolidated basis at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects and have been compiled on a basis consistent with that of the audited financial statements included therein. The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of with respect to the 1933 ActCompany’s operations, if any. All The pro forma financial statements or data, if any, and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package, Package and the Prospectus or any Issuer Free Writing Prospectus comply present fairly in all material respects the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statements included or circumstances described therein incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply as to form with the applicable requirements of Regulation S-X of the 1933 Act in all material respects. No other financial statements, supporting schedules or pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; there are no financial statements (historical or pro forma) that of the Company are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not under the 1933 Act and the 1933 Act Regulations. All disclosures included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto. Each of the Registration Statement, the General Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect Subsidiaries, including each entity disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus as being a Subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial statements of data and the businesses or properties acquired or proposed to be acquired, if any, summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, shown therein and have been prepared in conformity with GAAP applied compiled on a basis consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X with that of the 1933 Actaudited financial statements included therein. All The pro forma financial statements or data, if any, and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, if any, present fairly the Prospectus or any Issuer Free Writing Prospectus comply information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein and the pro forma adjustments have been properly applied referred to the historical amounts in the compilation of those statements and data; there are therein. Except as included therein, no financial statements (historical or pro forma) that forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not included under the 1933 Act, the 1933 Act Regulations, the 1934 Act or incorporated by reference as requiredthe 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together Prospectus comply as to form in all material respects with the related schedules requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and notes, present fairly the financial position of the Company and its subsidiaries on a consolidated basis at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects and have been compiled on a basis consistent with that of the audited financial statements included therein. The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 Actwith respect to real estate operations acquired or to be acquired. All The pro forma financial statements or data, if any, and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package, Package and the Prospectus or any Issuer Free Writing Prospectus comply present fairly in all material respects the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statements included or circumstances described therein incorporated by reference in the Registration Statement, the General Disclosure Package and the pro forma adjustments have been properly applied Prospectus comply as to form with the historical amounts applicable requirements of Regulation S-X of the 1933 Act in the compilation of those statements and data; there are no all material respects. No other financial statements (historical or pro forma) that supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not under the 1933 Act and the 1933 Act Regulations. All disclosures included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Company and its consolidated subsidiaries set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position position, results of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity operations and cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involvedinvolved (except as otherwise noted therein). The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement or the Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement or the Prospectus present fairly, in all material respects, the information shown therein at the respective dates and periods specified and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference in into, the Registration Statement, the General Disclosure Package and Statement or the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 Actwith respect to real estate operations acquired or to be acquired. All In addition, any pro forma financial statements or data, if any, included and the related notes thereto set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package, Statement or the Prospectus or any Issuer Free Writing Prospectus comply present fairly the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbasis described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; other than as set forth therein, the Company is not required to include any financial statements or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts financial statements in the compilation of those statements and data; there are no financial statements (historical Registration Statement or pro forma) that are the Prospectus under the Securities Act or any document required to be included or incorporated by reference in filed with the Registration Statement, Commission under the General Disclosure Package or the Prospectus that are not included or incorporated by reference as requiredExchange Act. All disclosures contained in the Registration Statement, the General Disclosure Package and Statement or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act RegulationsK, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The Any financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in with (i) the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X X, as applicable, or (ii) Staff Accounting Bulletin 1:K, Financial Statements of the 1933 ActAcquired Troubled Financial Institutions (“SAB1:K”). All pro forma financial statements or dataThe supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure PackagePackage and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus or any Issuer Free Writing Prospectus comply present fairly the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements (including, as applicable, SAB1:K) and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein and the pro forma adjustments have been properly applied referred to the historical amounts in the compilation of those statements and data; there are therein. Except as included therein, no financial statements (historical or pro forma) that forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package any preliminary prospectus or the Prospectus that are not included under the 1933 Act, the 1933 Act Regulations, the 1934 Act or incorporated by reference as requiredthe 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of in all material respects under the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent applicable. Any interactive data in eXtensible Business Reporting Language included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package Statement and the Prospectus, together with the related schedules and notes, comply in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as applicable, and present fairly fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles International Financial Reporting Standards (“GAAPIFRS”) as issued by the International Accounting Standards Board applied on a consistent basis throughout the periods involved, except in the case of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The supporting schedules, if any, present fairly fairly, in all material respects, in accordance with GAAP IFRS the information required to be stated therein. The selected financial statements of data and the businesses or properties acquired or proposed to be acquired, if any, summary financial information included or incorporated by reference in the Registration StatementStatement and the Prospectus present fairly, in all material respects, the General Disclosure Package information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly the information set forth shown therein, have been prepared in conformity accordance with GAAP applied on a consistent basis the Commission’s rules and otherwise have been prepared in accordance with, in the case of businesses acquired or guidelines with respect to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 Act. All pro forma financial statements or data, if any, included or incorporated by reference in and have been properly compiled on the Registration Statement, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus comply with the requirements of the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein and the pro forma adjustments have been properly applied referred to the historical amounts in the compilation of those statements and data; there are no financial statements (historical or pro forma) that are required to be therein. Except as included or incorporated by reference in the Registration StatementStatement and the Prospectus, the General Disclosure Package no historical or the Prospectus that pro forma financial statements or supporting schedules are not required to be included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and any preliminary prospectus or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by under the rules and regulations of the Commission) comply with Regulation G of the 1934 1933 Act Regulations and Item 10 of Regulation S-K of or the 1933 Act Regulations, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Operating Partnership and of the Company and their respective consolidated subsidiaries and consolidated joint ventures set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position position, results of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity operations and cash flows of the Operating Partnership and the Company and its their respective consolidated subsidiaries and consolidated joint ventures at the dates and for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Operating Partnership and the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired 3‑05 or to be acquired, if any, Rule 3-14 3‑14 of Regulation S-X of the 1933 Act. All S‑X. In addition, any pro forma financial statements or data, if any, included and the related notes thereto set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package, Package or the Prospectus or any Issuer Free Writing Prospectus comply present fairly the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbasis described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein referred to therein; other than as set forth therein, the Operating Partnership and the Company are not required to include any financial statements or pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not included under the 1933 Act or incorporated by reference as requiredthe 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus regarding “non-GAAP non‑GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K of S‑K under the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly fairly, in all material respects, the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operationsincome, stockholderschanges in shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specifiedpresented; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedulesTo the knowledge of the Company, if any, present fairly in accordance with GAAP the information required to be stated therein. The any financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly fairly, in all material respects, the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in with the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X X, as applicable, including, without limitation, the financial statements of People’s United, together with the 1933 Actrelated notes thereto and related schedules included in the Registration Statement, the Preliminary Prospectus and the Prospectus. All The supporting schedules, if any, present fairly, in all material respects, in accordance with GAAP the information required to be stated therein. Any pro forma financial statements or data, if any, and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure PackagePackage and the Prospectus present fairly, in all material respects, the Prospectus or any Issuer Free Writing Prospectus comply information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein and the pro forma adjustments have been properly applied referred to the historical amounts in the compilation of those statements and data; there are therein. Except as included therein, if any, no financial statements (historical or pro forma) that forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package any preliminary prospectus or the Prospectus that are not included under the Securities Act or incorporated by reference as requiredthe Exchange Act. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act Regulations(in each case as in effect when such disclosures were made), to the extent applicable. Any interactive data in eXtensible Business Reporting Language included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together Prospectus comply as to form in all material respects with the related schedules requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and notes, present fairly the financial position of the Company and its subsidiaries on a consolidated basis at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects and have been compiled on a basis consistent with that of the audited financial statements included therein. The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 Actwith respect to real estate operations acquired or to be acquired. All The pro forma financial statements or data, if any, and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, if any, present fairly in all material respects the Prospectus or any Issuer Free Writing Prospectus comply information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statements included or circumstances described therein incorporated by reference in the Registration Statement, the General Disclosure Package and the pro forma adjustments have been properly applied Prospectus, if any, comply as to form with the historical amounts applicable requirements of Regulation S-X of the 1933 Act in the compilation of those statements and data; there are no all material respects. No other financial statements (historical or pro forma) that supporting schedules of the Company or any of its subsidiaries are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not under the 1933 Act and the 1933 Act Regulations. All disclosures included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Operating Partnership and of the Company and their respective consolidated subsidiaries and consolidated joint ventures set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position position, results of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity operations and cash flows of the Operating Partnership and the Company and its their respective consolidated subsidiaries and consolidated joint ventures at the dates and for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Operating Partnership and the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired 3‑05 or to be acquired, if any, Rule 3-14 3‑14 of Regulation S-X of the 1933 Act. All S‑X. In addition, any pro forma financial statements or data, if any, included and the related notes thereto set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package, Package or the Prospectus or any Issuer Free Writing Prospectus comply present fairly the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbasis described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein referred to therein; other than as set forth therein, the Operating Partnership and the Company are not required to include any financial statements or pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not included under the 1933 Act or incorporated by reference as requiredthe 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus regarding “non-GAAP non‑GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K of S‑K under the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The pro forma financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or information incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present Offering Memorandum presents fairly the information set forth therein, shown therein and have been prepared in conformity with GAAP applied properly compiled on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 Act. All pro forma financial statements or data, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus comply with the requirements of the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described referred to therein. The selected financial data and the summary financial information included in the Offering Memorandum present fairly the information shown therein and the pro forma adjustments have been properly applied to compiled on a basis consistent with that of the historical amounts in the compilation of those statements and data; there are no audited financial statements (included therein. Except as included therein, no historical or pro forma) that forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, Offering Memorandum under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the General Disclosure Package or the Prospectus that are not included Final Offering Memorandum, or incorporated by reference as required. All disclosures contained in the Registration Statementtherein, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply have been prepared on a basis consistent with the requirements of Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the General Disclosure Package and the Final Offering Memorandum fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements included of the Company, and its consolidated subsidiaries and its joint ventures set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus, together with the related schedules and notes, present fairly the financial position position, results of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity operations and cash flows of the Company and its consolidated subsidiaries at the dates and for the periods specified; said , and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, set forth in or incorporated by reference in the Registration Statement or the Prospectus present fairly in accordance with GAAP the information required to be stated therein. Any selected historical operating and financial data set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with the books and records of the Company and that of the audited financial statements set forth in or incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated by reference in into, the Registration Statement, the General Disclosure Package and or the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 Actwith respect to real estate operations acquired or to be acquired. All In addition, any pro forma financial statements or data, if any, included and the related notes thereto set forth in or incorporated by reference in the Registration Statement, the General Disclosure Package, Package or the Prospectus or any Issuer Free Writing Prospectus comply present fairly the information shown therein, have been prepared in accordance with the requirements Commission’s rules and guidelines with respect to Table of Contents pro forma financial statements and have been properly compiled on the 1933 Actbasis described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; other than as set forth therein, the Company is not required to include any financial statements or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not included under the 1933 Act or incorporated by reference as requiredthe 1933 Act Regulations or any document required to be filed with the Commission under the 1934 Act or the 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its subsidiaries at the dates indicated and the statement consolidated statements of operationsincome, of comprehensive income, of stockholders’ equity and of cash flows of the Company and its subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 Act. All pro forma financial statements or dataX. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, if any, present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus comply General Disclosure Package and the Prospectus, if any, present fairly in all material respects the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein and the pro forma adjustments have been properly applied referred to the historical amounts in the compilation of those statements and data; there are no financial statements (historical or pro forma) that are required to be therein. Except as included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, any preliminary prospectus or the Prospectus that are not included under the 1933 Act or incorporated by reference as requiredthe 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The financial statements statements, together with related notes and schedules, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together comply in all material respects with the related schedules applicable requirements of the Act and notes, present fairly in all material respects the financial position of the Company and its subsidiaries at the dates indicated and the statement results of operations, stockholders’ equity operations and cash flows of the Company entities purported to be shown thereby, at the indicated dates and its subsidiaries for the periods specified; said indicated periods. Such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise related schedules have been prepared in accordance withwith GAAP, in consistently applied throughout the case periods involved, except as disclosed therein, and all adjustments necessary for a fair presentation of businesses acquired or to be acquired, the applicable results for such periods have been made. The pro forma financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquiredstatements, if any, Rule 3-14 of Regulation S-X of or data included in the 1933 Act. All pro forma financial statements Registration Statement or datathe Prospectus, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus comply with the applicable requirements of the 1933 Act and the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; there the other financial and statistical data set forth in the Registration Statement or the Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Partnership. Any non-GAAP financial measures (as such term is defined by the rules and regulations of the Commission), contained in the Registration Statement, the Disclosure Package and the Prospectus has been derived from the accounting records of the Partnership or its predecessors for accounting purposes, fairly presents in all material respect the information purported to be shown thereby and complies in all material respects with Regulation G of the Exchange Act, and Item 10 of Regulation S-K under the Act, to the extent applicable. The YieldCo Entities do not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations or any “variable interest entities” within the meaning of Financial Accounting Standards Board Interpretation No. 46), not disclosed in Registration Statement, the Disclosure Package and the Prospectus. There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent applicable.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together Prospectus comply as to form in all material respects with the related schedules requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and notes, present fairly the financial position of the Company and its subsidiaries on a consolidated basis at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects and have been compiled on a basis consistent with that of the audited financial statements included therein. The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of with respect to the 1933 Act. All Company’s operations.] The pro forma financial statements or data, if any, and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package, Package and the Prospectus or any Issuer Free Writing Prospectus comply present fairly in all material respects the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statements included or circumstances described therein incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply as to form with the applicable requirements of Regulation S-X of the 1933 Act in all material respects. No other financial statements, supporting schedules or pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; there are no financial statements (historical or pro forma) that of the Company are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not under the 1933 Act and the 1933 Act Regulations. All disclosures included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto. Each of the Registration Statement, the General Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect Subsidiaries, including each entity disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus as being a Subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ ' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“"GAAP”") applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The Any financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in with the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of the 1933 ActX, as applicable. All pro forma financial statements or dataThe supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure PackagePackage and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus or any Issuer Free Writing Prospectus comply present fairly the information shown therein, have been prepared in accordance with the requirements of Commission's rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein and the pro forma adjustments have been properly applied referred to the historical amounts in the compilation of those statements and data; there are therein. Except as included therein, no financial statements (historical or pro forma) that forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package any preliminary prospectus or the Prospectus that are not included under the 1933 Act, the 1933 Act Regulations, the 1934 Act or incorporated by reference as requiredthe 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, if any, regarding “"non-GAAP financial measures” " (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of under the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act RegulationsAct, to the extent applicable. Any interactive data in eXtensible Business Reporting Language included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

Financial Statements; Non-GAAP Financial Measures. The historical financial statements (including the related notes and supporting schedules) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together Prospectus comply as to form in all material respects with the related schedules requirements of Regulation S-X under the 1933 Act, are accurate in all material respects and notes, present fairly the financial position of the Company and its subsidiaries on a consolidated basis at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specifiedindicated; said financial statements have been prepared in conformity with U.S. accounting principles generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein in all material respects and have been compiled on a basis consistent with that of the audited financial statements included therein. The financial statements, including any statement of revenues and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly in all material respects the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis basis, except as noted therein, and otherwise have been prepared in all material respects in accordance with, in the case of businesses acquired or to be acquired, with the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of with respect to the 1933 ActCompany’s operations. All The pro forma financial statements or data, if any, and the related notes thereto included or incorporated by reference in the Registration Statement, the General Disclosure Package, Package and the Prospectus or any Issuer Free Writing Prospectus comply present fairly in all material respects the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The pro forma financial statements included or circumstances described therein incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply as to form with the applicable requirements of Regulation S-X of the 1933 Act in all material respects. No other financial statements, supporting schedules or pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; there are no financial statements (historical or pro forma) that of the Company are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus that are not under the 1933 Act and the 1933 Act Regulations. All disclosures included or incorporated by reference as required. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act Regulations and Item 10 of Regulation S-K of the 1933 Act RegulationsAct, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto. Each of the Registration Statement, the General Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect Subsidiaries, including each entity disclosed or described in the Registration Statement, the General Disclosure Package and the Prospectus as being a Subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

Financial Statements; Non-GAAP Financial Measures. The financial statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operationsincome, stockholderschanges in shareholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedulesTo the knowledge of the Company, if any, present fairly in accordance with GAAP the information required to be stated therein. The any financial statements of the businesses or properties acquired or proposed to be acquired, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information set forth therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in with the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in the case of real estate operations acquired or to be acquired, if any, Rule 3-14 of Regulation S-X of X, as applicable, including, without limitation, the 1933 Act. All pro forma financial statements or dataof PBCT, together with the related notes thereto and related schedules included in the Registration Statement, the Preliminary Prospectus and the Prospectus. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure PackagePackage and the Prospectus present fairly the information shown in such data and information and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus or any Issuer Free Writing Prospectus comply present fairly the information shown therein, have been prepared in accordance with the requirements of Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the 1933 Actbases described therein, and the assumptions used in the preparation of such pro forma financial statements thereof are reasonable and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or and circumstances described therein and the pro forma adjustments have been properly applied referred to the historical amounts in the compilation of those statements and data; there are therein. Except as included therein, if any, no financial statements (historical or pro forma) that forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the General Disclosure Package any preliminary prospectus or the Prospectus that are not included under the 1933 Act, the 1933 Act Regulations, the 1934 Act or incorporated by reference as requiredthe 1934 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package and or the Prospectus Prospectus, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of under the 1934 Act Regulations and Item 10 of Regulation S-K of under the 1933 Act Regulations(in each case as in effect when such disclosures were made), to the extent applicable. Any interactive data in eXtensible Business Reporting Language included in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.