(m) Pro Forma Financial Information. The pro forma consolidated
financial statements and the related notes thereto set forth in the Registration Statement, the Time of Sale Information and the Prospectus present fairly, in all material respects, the information contained therein, have been prepared in all
material respects in accordance with Article 11 of Regulation S-X with respect to pro forma financial statements and have been properly presented on the basis described therein, and the assumptions used in the
preparation thereof are a reasonable basis for presenting the effects attributable to the transactions and circumstances referred to therein and the adjustments used therein are appropriate to give effect to those assumptions and the transactions
and circumstances referred to therein.
(n) Incorporation and Good Standing of the Company and its Subsidiaries.
Each of the Company and its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X, each a Significant Subsidiary) has been duly
incorporated or formed, as applicable, and is validly existing as a corporation, limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or formation (to the extent
the concept of good standing is applicable in such jurisdiction), as applicable, and has corporate, partnership or limited liability company, as applicable, power and authority to own, lease and operate its properties and to conduct its business as
described in each of the Registration Statement, the Prospectus and the Time of Sale Information, except where the failure to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Change, and, in the case of the Company, to enter into and perform its obligations under each of this Agreement, the Securities and the Indenture. Each of the Company and its Significant Subsidiaries is duly qualified as a foreign corporation,
limited partnership or limited liability company, as applicable, to transact business and is in good standing or equivalent status in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. All of the
issued and outstanding capital stock or other ownership interests of each Significant Subsidiary of the Company has been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through
subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except as disclosed in each of the Registration Statement, the Prospectus and the Time of Sale Information. There are no Significant Subsidiaries of
the Company other than the subsidiaries listed in Exhibit 21.1 to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
(o) Capitalization and Other Capital Stock Matters. At March 31, 2019, on an as adjusted basis after giving effect
to the issuance and sale of the Securities pursuant hereto and the use of proceeds from the sale of the Securities as set forth in each of the Registration Statement, the Prospectus and the Time of Sale Information under the caption Use of
Proceeds, the Company would have had, on a consolidated basis, an authorized and outstanding capitalization as set forth in each of the Registration Statement and the Prospectus under the caption Capitalization.